N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number                 811-08200                        

                                     Bridgeway Funds, Inc.                                    

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

                                         Houston, Texas 77046                                        

(Address of principal executive offices) (Zip code)

Tammira Philippe, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

                                         Houston, Texas 77046                                        

(Name and address of agent for service)

Registrant’s telephone number, including area code: (713) 661-3500

Date of fiscal year end: June 30

Date of reporting period: December 31, 2019

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

Semi-Annual Report December 31, 2019 (Unaudited)
AGGRESSIVE INVESTORS 1	BRAGX
ULTRA-SMALL COMPANY	BRUSX
(Open to Existing Investors — Direct Only)
ULTRA-SMALL COMPANY MARKET	BRSIX
SMALL-CAP GROWTH	BRSGX
SMALL-CAP VALUE	BRSVX
BLUE CHIP	BRLIX
(Formerly, Blue Chip 35 Index)
MANAGED VOLATILITY	BRBPX

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (bridgeway.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 800-661-3550.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 800-661-3550 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or to all Funds held with the fund complex if you invest directly with a Fund.

bridgeway.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	7
Schedule of Investments	11
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	14
Schedule of Investments	18
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	22
Schedule of Investments	26
SMALL-CAP GROWTH FUND
Manager’s Commentary	34
Schedule of Investments	38
SMALL-CAP VALUE FUND
Manager’s Commentary	40
Schedule of Investments	44
BLUE CHIP FUND
Manager’s Commentary	47
Schedule of Investments	52
MANAGED VOLATILITY FUND
Manager’s Commentary	53
Schedule of Investments	57
STATEMENTS OF ASSETS AND LIABILITIES	64
STATEMENTS OF OPERATIONS	66
STATEMENTS OF CHANGES IN NET ASSETS	68
FINANCIAL HIGHLIGHTS	71
Notes to Financial Statements	78
Other Information	91
Disclosure of Fund Expenses	92

Bridgeway Funds Standardized Returns as of December 31, 2019* (Unaudited)

			Annualized
Fund	Quarter	Six Months	1 Year	5 Years	10 Years	15 Years	Inception to Date	Inception Date	Gross Expense Ratio2	Net Expense Ratio2
Aggressive Investors 1	6.10%	3.01%	21.85%	3.82%	9.74%	5.18%	11.88%	8/5/1994	0.35%	0.35%
Ultra-Small Company	5.60%	1.63%	9.51%	-1.70%	6.44%	4.07%	12.13%	8/5/1994	2.13%	2.13%
Ultra-Small Co Market	7.34%	3.84%	15.34%	3.67%	10.05%	5.34%	9.67%	7/31/1997	0.96%1	0.94%1
Small-Cap Growth	11.03%	4.53%	15.10%	8.29%	11.22%	6.32%	6.74%	10/31/2003	1.11%1	0.94%1
Small-Cap Value	6.47%	8.10%	14.98%	4.22%	9.45%	6.14%	6.91%	10/31/2003	1.00%1	0.94%1
Blue Chip	8.01%	10.68%	31.05%	12.07%	13.06%	8.77%	7.87%	7/31/1997	0.25%1	0.15%1
Managed Volatility	2.09%	3.18%	11.88%	3.58%	4.67%	3.76%	4.03%	6/30/2001	1.25%1	0.95%1

Bridgeway Funds Returns for Calendar Years 2003 through 2019* (Unaudited)

	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019
Aggressive Investors 1	14.93%	7.11%	25.80%	-56.16%	23.98%	17.82%	-10.31%	21.58%	42.21%	14.99%	-9.82%	19.47%	18.44%	-22.44%	21.85%
Ultra-Small Company	2.99%	21.55%	-2.77%	-46.24%	48.93%	23.55%	-14.64%	24.49%	55.77%	-0.56%	-16.12%	14.06%	3.88%	-15.68%	9.51%
Ultra-Small Co Market	4.08%	11.48%	-5.40%	-39.49%	25.96%	24.86%	-7.86%	19.83%	50.91%	4.61%	-8.28%	21.47%	12.47%	-17.12%	15.34%
Small-Cap Growth	18.24%	5.31%	6.87%	-43.48%	15.05%	11.77%	-0.63%	11.05%	48.52%	6.13%	4.93%	16.10%	19.62%	-11.21%	15.10%
Small-Cap Value	18.92%	12.77%	6.93%	-45.57%	26.98%	16.56%	1.05%	20.99%	39.72%	0.79%	-9.43%	26.79%	7.11%	-13.06%	14.98%
Blue Chip	0.05%	15.42%	6.07%	-33.30%	26.61%	10.60%	3.17%	15.20%	31.67%	11.51%	2.17%	13.18%	18.43%	-1.48%	31.05%
Managed Volatility	6.96%	6.65%	6.58%	-19.38%	12.39%	5.41%	1.94%	6.46%	9.25%	5.95%	0.17%	2.42%	8.18%	-3.97%	11.88%

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

¹  Some of the Fund’s fees were waived or expenses reimbursed; otherwise, returns would have been lower. The Adviser is contractually obligated to waive fees and/or pay expenses. Any material change to this Fund policy would require a vote by shareholders.

²  Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2019.

* Numbers highlighted indicate periods when the Fund outperformed its primary benchmark.

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding a Fund’s risks, objectives, fees and expenses, experience of its management, and other information. Investors should read the prospectus carefully before investing in a Fund. For questions or other Fund information, call 1-800-661-3550 or visit the Funds’ website at bridgeway.com. Funds are available for purchase by residents of the United States, Puerto Rico, U.S. Virgin Islands and Guam only.

The views expressed here are exclusively those of Fund management. These views, including those relating to the market, sectors, or individual stocks, are not meant as investment advice and should not be considered predictive in nature.

Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. Effective July 31, 2019, the Fund’s principal strategies were modified, as indicated in the Supplement dated May 31, 2019 to the Prospectus dated October 31, 2018.

i bridgeway.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2019

Dear Fellow Shareholders,

Performance across all segments of the domestic equity markets was positive for the December quarter, contributing to strong returns for the 2019 calendar year. Stocks in all major size and style categories rose substantially, although larger stocks and growth stocks outpaced smaller stocks and value stocks. As a result, large growth stocks recorded the year’s best returns. Market highlights appear on page 2. In this environment, the Bridgeway Funds performed within design expectations, guided by our statistically driven, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and calendar year. We hope you find the letters helpful.

Market conditions such as the continued strength of large growth stocks have contributed to the underperformance of many Bridgeway Funds. But they’ve also provided an opportunity to examine the last decade of equity performance in the context of longer-term market data. You can read about this research, and what we’ve learned from it, in “A Decade of Performance in Perspective: Headwinds, but Reasons for Optimism” on page 2.

Another investing trend we’ve been studying recently is the use of Environmental, Social and Governance (ESG) criteria to assemble portfolios. Naturally, we’re interested in finding evidence that “good” companies make good investments, and whether there is any connection between ESG criteria and the investment factors that have been shown to provide long-term return premiums. One of our studies generated some intriguing results, which you can read about in “Examining the Link Between Factors and ESG” on page 4.

Finally, Bridgeway Partner Tony Ledergerber reflects on how joining Bridgeway 14 years ago helped him channel his desire to give back through volunteer work with a therapeutic riding center. He shares his story in “Transformative Change: Creating Opportunities to Find and Nurture our Passions” on page 6.

As always, we appreciate your feedback. We take your comments very seriously and regularly discuss them to help us manage our Funds and this company. Please keep your ideas coming — both favorable and critical. They provide us with a vital tool to serve you better.

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva	Dick Cancelmo

bridgeway.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Market Review

Domestic equities advanced steadily during the quarter ended December 31, 2019, capping a year of strong stock market performance. Investors’ risk tolerance remained high, buoyed by healthy economic results, lower interest rates and signs that global trade tensions were easing. The S&P 500 returned +9.07% for the quarter and the Dow Jones Industrial Average returned +6.67%. For the 2019 calendar year, the S&P 500 and the DJIA gained +31.49% and +25.34%, respectively.

All U.S. equity style categories, as defined by Russell Indices, posted positive returns for the quarter. Smaller stocks outperformed larger stocks across style categories, and growth outperformed value. Small growth stocks delivered the quarter’s best performance (+11.39%) while mid-cap value stocks produced the lowest returns (+6.36%). However, larger stocks outperformed smaller stocks for the calendar year.

All of the S&P 500 sectors except Real Estate posted positive returns for the quarter. The Information Technology and Health Care sectors were the best performers, both returning +14.4%. The Financials sector also performed well, returning +10.4%. The Utilities and Real Estate sectors lagged, returning +0.75% and -0.54%, respectively.

Below are the stock market style box returns for the quarter and the calendar year.

	December 2019 Quarter
	Value	All	Growth
Large	7.41%	9.04%	10.62%
Mid	6.36%	7.06%	8.17%
Small	8.49%	9.94%	11.39%

	Calendar Year Ended December 2019
	Value	All	Growth
Large	26.54%	31.43%	36.39%
Mid	27.06%	30.54%	35.47%
Small	22.39%	25.53%	28.48%

A Decade of Performance in Perspective: Headwinds, but Reasons for Optimism

Much of this semi-annual report focuses on how the Bridgeway Funds have performed in the past quarter and calendar year. But if you’ve kept your eye on longer time periods, or if you glance at the returns table on page i, you’ve probably noticed that most of our Funds are underperforming their benchmarks in the 1-, 5-, and 10-year periods.

Falling behind over longer periods like this doesn’t feel good to us as financial professionals nor to you (and us) as shareholders. But even as we acknowledge that we’re in a period of poor relative performance, we are not discouraged. We want to share some historical perspective that explains some of the causes for this performance deficit, what we are doing about it, especially what we’re not doing about it, and why we’re very optimistic about the future.

Three conditions created substantial headwinds for our Funds over the past 10 years:

1. The value factor has been out-of-favor

We are big believers in the value factor. Every Bridgeway Fund, even those on the growth side of the investment spectrum, has some exposure to value relative to its primary market benchmark. The reason for this tilt is simple: historical data shows that the value premium has been remarkably pervasive and consistent. We like to call it the “granddaddy of investment factors.” In 10-year periods since 1926, the value factor provided additional return 93% of the time based on Bridgeway analysis of the Ken French data library. To “bet” purely on growth is to bet on the other slim 7%. We are currently in one of those “7%” periods. And history strongly suggests they don’t last.

However, we know that any factor can be out of favor for periods of time — and that’s where we’ve found ourselves for the past decade. Value has been so out of favor for so long that value stocks are now in the 94th percentile of relative “cheapness” as measured by a key academic measure, median book to market going back to 1980 and using the stock components of the

2 Semi-Annual Report  |  December 31, 2019 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Russell 1000 value and growth universes. In other words, value stocks have only been cheaper 7% of the time in the last 40 years. Because we believe, as history has shown, that this trend eventually turns around, we are very optimistic about the next decade.

Suffering through a period when something is this out of favor isn’t fun. But there’s potential upside to being in the 94th percentile. Think of the value factor like a spring that’s under pressure. The farther down that spring compresses, the more loaded it is to bounce back. And when you’re at the 94th percentile of something, you’re loaded in a powerful way.

Of course, we can’t predict exactly when that turning point will come. We believe trying to time the market or even a factor is an expensive and fruitless exercise. But historical data does tell us something about the magnitude of previous bouncebacks of value. During the period 1980-2019, when the value factor as measured by the Russell 1000 value and growth universes was in the cheapest 10%, as it is currently, the Russell 1000 Value Index outperformed the Russell 1000 Growth Index by an average of roughly five percentage points/year. By carefully rebalancing our portfolios to maintain their value exposure, our Funds appear poised to ride the tailwind we hope to see when value returns to favor.

What are we doing about value being out of favor? Nothing. We maintain our positioning and the discipline of our process.

All together, while we don’t like our trailing returns, we love the positioning of our Funds. Statistics indicate we are positioned to benefit from a return to value driven markets. We’ve identified ways to help mitigate the deleterious effects of high correlation spikes. Our people, systems, data, and technology are stronger than they’ve ever been. And we hope this explanation helps put your long-term Fund performance in perspective. Thank you for your continued investment and the trust you place in us.

2. An increase in high-correlation markets

A high-correlation market is when stocks in an asset class move together, reducing the benefit you’d expect to get from diversification. Until about 11 years ago, a high-correlation market, as Bridgeway measures it, happened roughly every other decade. For the past 11 years, we’ve experienced one at the rate of nearly one a year — and they’ve corresponded with all four of the last quarters with negative returns.

This trend is due, we believe substantially, to major structural changes in the market, such as the growth of passive investing, index funds, and exchange traded funds that allow one to press a single button and sell hundreds or thousands of stocks at once, without regard to the differences in the fundamental economic health of these companies. Our research has shown that these broad selloffs work against some of our price momentum and company financial health models, reducing the diversification benefit we expect to get from them.

What are we doing about high-correlation markets? We now believe high-correlation markets are here to stay. In response, we’ve developed a new company financial health model that, based on history, has less exposure to these high correlation spikes. We are currently implementing it in some of our select funds. We’re also updating some of our other models, including a risk adjusted momentum model that already has less exposure than classical price momentum. This will remain a topic of further research in 2020.

3. The phenomenon of “shrinking alpha”

Alpha is the term for the excess, risk-adjusted return of an investment over the market itself. Twenty years ago, when the Bridgeway Funds were relatively new, using factor-based analysis in investment management was like shooting fish in a barrel — with solid research and extreme discipline, you could achieve some big returns, and the Bridgeway Funds enjoyed a lot of those. Since then, a number of developments have narrowed that gap. We have better data, faster machines, and more skilled investors using these sophisticated tools to search for better returns. The “easy” years may be in our history, but there is also good news.

The good news is that there is still irrationality in our complex capital markets, and a continuing opportunity to harvest it. Furthermore, Bridgeway itself is much more sophisticated in the application of technology, and has a far more experienced and talented team of researchers and portfolio managers than 20 years ago. What are we doing about shrinking alpha? One of the pillars of Bridgeway’s investment philosophy is continuous investment in research. In our 26 year history, we’ve relied on data and statistics, discipline, and a factors-based investment world view. We don’t make radical changes and our threshhold for

bridgeway.com 3

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

changes is high — we want to see compelling data over decades of market and economic cycles and we want to establish an economic reason why a factor exists. Nevertheless, we are continually conducting research to examine new potential factors, to better measure and implement established factors, and to improve upon how we put these together into each of our strategies.

Examining the Link Between Factors and ESG

By John Montgomery, Founder and Chief Investment Officer, and Christine Wang, CFA, CPA, Portfolio Manager

Environmental, social and governance (ESG) investing has become increasingly popular among people who want to support companies that uphold sustainable and ethical business practices. Besides aligning their portfolios with their values, many investors also use ESG criteria because they believe sustainable businesses practices translate to better long-term stock performance.

We have been watching the rise of ESG investing with interest, because we run Bridgeway on many of the same ethical, sustainable and socially responsible practices included in ESG criteria. We also share the belief that “good” companies also make good investments. Yet we are equally committed to our evidence-based investment philosophy and our quantitative approach to investment management using data over longer time periods. For that reason, and because more data is becoming available, we’ve been examining some of the data that purport to show ESG’s effectiveness.

A number of authors have published articles and books arguing that sustainable/ethical companies reward investors with better stock performance. However, some of the data falls victim to research flaws like “survivorship bias,” which means looking at companies that fit the study’s criteria and are still in business, while ignoring ones that failed.

The best way to validate studies like these is to conduct further testing using out-of-sample data — that is, a set of data that wasn’t used to create the model in the first place. And, as our Bridgeway colleague Kai Liu says, “the only true out-of-sample time period is called the future.” With that in mind, our research team recently examined companies featured in the 2007 bestseller Firms of Endearment: How World-Class Companies Profit from Passion and Purpose to see how those stocks have performed since publication.

Firms of Endearment (FoE) argues that the most successful companies are driven by a higher purpose than just financial gain. Instead, these businesses focus on ensuring all their stakeholders thrive — from customers, employees, suppliers and investors to their communities and society at large. Through this positive impact, say authors Raj Sisodia, Jag Sheth and David B. Wolfe, they become companies that people love to buy from, work for, and partner with.

Some of the FoE names are familiar to ESG investors, such as Whole Foods, Southwest Airlines and Chipotle. Others might be more surprising, including oilfield services company Schlumberger. But in addition to meeting the authors’ criteria for admired and respected companies, their stocks collectively had delivered exceptional shareholder returns. Over 15 years, the authors reported, U.S. FoE stocks delivered a cumulative 1,681% return and outperformed the S&P 500 by 15 times.

The real question, though, is what the future held for these stocks after the book’s publication.

Re-Examining Firms of Endearment: Out-of-sample data

By studying returns from 12 years of out-of-sample data, we found strong and consistent outperformance by FoE stocks: For the years 2007-2018, the FoE portfolio had an average annualized return of 11.15%, versus an average annualized return of 7.11% for the S&P 500 Index.

This analysis offered promising evidence that “good” companies might consistently provide higher potential returns. But when we see intriguing data like this, we always ask if there is a reason why a performance advantage would exist.

One of the pillars of Bridgeway’s investment philosophy is that factors shape returns. To understand a portfolio’s performance, we analyze its exposure to specific factors — characteristics that have been shown through rigorous analysis to define the risk and return of a broad set of securities. Naturally, we wanted to see what factor exposures we could find in the FoE portfolio.

4 Semi-Annual Report  |  December 31, 2019 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Specifically, we ran the FoE portfolio through a Fama-French 6 Factor regression analysis, which examines the impact of exposure to the factors Value, Momentum, Small Size, Market, Investment Intensiveness, and Profitability. That analysis revealed that the FoE portfolio was slightly loaded to the small size factor and negatively loaded to the momentum factor. The largest impact, however, was attributable to the profitability factor.

The evidence of a strong premium from the profitability factor helps support the central idea articulated by the Firms of Endearment authors: It makes good business sense to create a company in which all stakeholders prosper. Treating employees, customers, suppliers and your communities better earns the admiration of all those stakeholders. It stands to reason such firms might be better able to attract and retain good employees, build customer loyalty, and maintain profitability.

However, our analysis comes with a few important caveats. We would like to test our findings on a larger set of companies and a longer period. Likewise, the outperformance by FoE stocks coincided with a period in which the profitability factor performed relatively well. These results should be tested during a period in which the profitability factor isn’t in favor.

While not conclusive, our analysis revealed potentially corroborating evidence that ESG criteria help give exposure to classic factors that provide long-term return premiums. It also shows that ESG and factor-based investing don’t have to be kept separate. For example, if further studies show that the profitability factor helps explain the returns of sustainable, ethical, and well-managed companies, you could screen the entire universe of high-profitability names for those that also meet ESG criteria — helping a portfolio gain factor exposure alongside ESG preferences.

We believe this connection is worth further investigation and analysis. As the financial industry develops more data around ESG investing, it will have greater ability to build models that can help investors pursue long-term success in terms of both shareholder value and shareholder values.

bridgeway.com 5

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Transformative Change: Creating Opportunities to Find and Nurture our Passions

By Tony Ledergerber, Director of Marketing and Communications

When you read the personal stories of transformative change in our annual and semi-annual reports you might think that everyone working here came from a strong philanthropic background. While many of us did, for others it’s an aspect of our lives that we’ve been fortunate to develop through our service to Bridgeway. I know, because I’m in that latter group.

I was working at another asset management firm 14 years ago when I learned there was an opening for a marketing leader at Bridgeway Capital Management. As I began researching Bridgeway’s investment approach and philosophy, I got excited about joining a firm that followed a quantitative investment strategy, that was committed to providing cost-efficient funds, and that had a strong reputation for transparency. Then I came into the office for an interview and learned there was a lot more that made Bridgeway unique.

The Partners who interviewed me told me about Bridgeway’s practice of donating at least 50% of its profits to charity and the firm’s commitment to creating transformative change. Then they asked me about the causes I was passionate about and my personal history of giving back.

I was caught by surprise, and I realized that to that point I hadn’t had any significant experience in philanthropic activity. So I answered honestly, saying that while I lacked the background, I had the heart and the desire to give back — and that I saw an opportunity to change my life and the lives of others. I came out of the interview wanting the job even more than when I’d walked in.

Fortunately, Bridgeway hired me, and I soon learned how much the company culture helps each Partner nurture their own passions. We are all given time off for volunteer work, are offered the chance to join service trips, and are even given designations to donate to causes that are important to us. Just as valuable is the intangible benefit of being surrounded by people who talk passionately about the organizations they support, and who provide examples of giving back through service on boards and volunteer work.

This environment inspired me to imagine ways that I could make a difference. I thought about my family background spending my free time on a ranch, and the positive experiences I’d had working with horses. I had heard about organizations that use horse riding as a therapeutic activity for young people with physical, mental or emotional challenges, and I figured I could lend my time in some way — maybe saddling horses, caring for the equipment, or even just fixing fences.

I decided to get involved with a local ranch dedicated to therapeutic riding. Soon, I saw how I could contribute more than just manual labor. I’ve been able to put my professional experience to work helping raise awareness, contributing to fundraising activities, and guiding long-term planning. That organization has become a huge part of my life over the past 12 years — and what I’ve witnessed first-hand has been miraculous.

I’ve watched a nonverbal boy on the autism spectrum speak his first words — telling a horse “whoa!” when he needed it to slow down — and gradually learn more communication skills. I’ve seen children with physical limitations build up their core strength through the act of riding a large animal. And I’ve seen groups of at-risk teenagers forming strong bonds with horses that have helped them overcome depression.

I’m grateful to have joined a company that’s taught me how to use my time, talent and treasure to support an organization making such a difference in children’s lives. I appreciate the fact that Bridgeway was willing to look past my lack of previous charitable experience, which is why I’ve become a strong proponent of hiring others like me who might not have a complete philanthropic resume. I look at it as another way that I can give back — by sharing the opportunity that Bridgeway provided me to find fulfillment through helping others.

6 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +6.10%, trailing our primary market benchmark, the S&P 500 Index (+9.07%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+8.84%), and the Russell 2000 Index (+9.94%). It was a poor quarter on a relative basis.

For the calendar year, our Fund returned +21.85%, underperforming our primary market benchmark, the S&P 500 Index (+31.49%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+29.65%), and the Russell 2000 Index (+25.52%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years			15 Years			Since Inception (8/5/94)
Aggressive Investors 1 Fund		6.10%		3.01%		21.85%		3.82%		9.74	%		5.18	%		11.88	%
S&P 500 Index		9.07%		10.92%		31.49%		11.70%		13.56	%		9.00	%		10.09	%
Russell 2000 Index		9.94%		7.30%		25.52%		8.23%		11.83	%		7.92	%		9.30	%
Lipper Capital Appreciation Funds Index		8.84%		8.79%		29.65%		9.65%		11.43	%		8.56	%		8.81	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Lipper Capital Appreciation Funds Index reflects the record of the 30 largest funds in the category of more aggressive domestic growth mutual funds, as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgeway.com 7

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 2019

Detailed Explanation of Quarterly Performance

The Fund’s company financial health and price momentum models underperformed the benchmark during the quarter and detracted from relative results. However, outperformance by the Fund’s value metrics models offset some of this negative impact. An overweighting in high momentum stocks hurt relative performance during the quarter as the momentum factor was strongly out of favor. The Fund’s tilt toward the benchmark’s smaller stocks also detracted from relative results during the period when larger names outperformed smaller ones.

By design, the Fund tends to invest in higher beta and higher volatility stocks, and the impact of this positioning was positive during the “risk-on” quarter. The Fund’s tilt toward deeper value stocks produced mixed results during the quarter.

From a sector perspective, the Fund’s allocation effect was negative, with overweightings in the Consumer Discretionary and Industrials sectors and an underweighting in the Information Technology sector detracting the most from relative performance. The Fund’s stock selection effect also was negative, primarily due to poor performance from holdings in the Financials, Information Technology, and Consumer Staples sectors.

Detailed Explanation of Calendar Year Performance

The Fund’s company financial health models significantly underperformed the benchmark and detracted from relative results during the year, while its value metrics models modestly underperformed. However, the Fund’s price momentum model outperformed the benchmark, offsetting some of this negative impact.

The Fund’s main design features also faced headwinds during the 12-month period. Overweightings in higher beta and higher volatility stocks detracted from relative performance, as did overweight exposure to high momentum stocks that slightly lagged lower momentum stocks. The Fund’s tilts toward smaller and deeper value stocks also hurt relative results amid market conditions that favored larger, growth-oriented stocks.

From a sector perspective, the Fund’s allocation effect was negative, primarily driven by overweightings in the Consumer Discretionary and Materials sectors. The Fund’s stock selection effect was significantly negative, with holdings in the Energy, Health Care, and Industrials sectors detracting the most from relative performance.

8 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	Micron Technology, Inc.	Information Technology		2.7%
2	Apple, Inc.	Information Technology		2.7%
3	Cadence Design Systems, Inc.	Information Technology		2.3%
4	Target Corp.	Consumer Discretionary		2.2%
5	RH	Consumer Discretionary		2.2%
6	CDW Corp.	Information Technology		2.1%
7	Merck & Co., Inc.	Health Care		2.0%
8	Fiat Chrysler Automobiles NV	Consumer Discretionary		1.8%
9	Credit Acceptance Corp.	Financials		1.7%
10	Ensign Group, Inc. (The)	Health Care		1.6%
	Total			21.3%

Industry Sector Representation as of December 31, 2019

	% of Net Assets			% of S&P 500 Index			Difference
Communication Services		3.3	%		10.4	%		-7.1%
Consumer Discretionary		17.6	%		9.8	%		7.8%
Consumer Staples		4.1	%		7.2	%		-3.1%
Energy		4.4	%		4.3	%		0.1%
Financials		15.0	%		13.0	%		2.0%
Health Care		13.0	%		14.2	%		-1.2%
Industrials		14.4	%		9.0	%		5.4%
Information Technology		19.9	%		23.2	%		-3.3%
Materials		5.3	%		2.7	%		2.6%
Real Estate		3.1	%		2.9	%		0.2%
Utilities		0.0	%		3.3	%		-3.3%
Liabilities in Excess of Other Assets		-0.1	%		0.0	%		-0.1%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

bridgeway.com 9

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Aggressive Investors 1 Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

10 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
COMMON STOCKS - 100.06%
Communication Services - 3.29%
Discovery, Inc., Class A*+	63,700	$	2,085,538
DISH Network Corp., Class A*+	52,000		1,844,440
Match Group, Inc.*+	22,200		1,822,842
			5,752,820
Consumer Discretionary - 17.61%
Chipotle Mexican Grill, Inc.*	2,700		2,260,197
Dollar General Corp.	11,000		1,715,780
eBay, Inc.	50,900		1,837,999
Fiat Chrysler Automobiles NV+	215,000		3,158,350
Lear Corp.	12,300		1,687,560
M/I Homes, Inc.*	40,000		1,574,000
Office Depot, Inc.	520,000		1,424,800
RH*+	17,600		3,757,600
Signet Jewelers, Ltd.	50,000		1,087,000
Skyline Champion Corp.*	56,000		1,775,200
Sonic Automotive, Inc., Class A	58,000		1,798,000
Starbucks Corp.	28,000		2,461,760
Target Corp.	30,400		3,897,584
TopBuild Corp.*	22,700		2,339,916
			30,775,746
Consumer Staples - 4.14%
Hershey Co. (The)	17,600		2,586,848
Ingles Markets, Inc., Class A	24,700		1,173,497
John B. Sanfilippo & Son, Inc.	19,000		1,734,320
Pilgrim’s Pride Corp.*	53,000		1,733,895
			7,228,560
Energy - 4.37%
Cabot Oil & Gas Corp.	98,700		1,718,367
Halliburton Co.	60,000		1,468,200
HollyFrontier Corp.	31,600		1,602,436
Laredo Petroleum, Inc.*	325,000		932,750
World Fuel Services Corp.	44,000		1,910,480
			7,632,233
Financials - 14.98%
Ameriprise Financial, Inc.	15,500		2,581,990
Arch Capital Group, Ltd.*	42,000		1,801,380
Bank of Montreal	22,300		1,728,250
Charles Schwab Corp. (The)	40,500		1,926,180
Credit Acceptance Corp.*	6,900		3,052,077
Curo Group Holdings Corp.*+	65,400		796,572
Enova International, Inc.*	61,000		1,467,660
MarketAxess Holdings, Inc.	6,700		2,540,037

Industry     Company	Shares	Value
Financials (continued)
Mr Cooper Group, Inc.*	93,000	$	1,163,430
Prudential Financial, Inc.	22,000		2,062,280
RenaissanceRe Holdings, Ltd.	10,000		1,960,200
Santander Consumer USA Holdings, Inc.	105,000		2,453,850
Synchrony Financial	27,200		979,472
TD Ameritrade Holding Corp.	33,500		1,664,950
			26,178,328
Health Care - 12.97%
Anthem, Inc.	6,200		1,872,586
Cardinal Health, Inc.	31,500		1,593,270
Chemed Corp.	4,300		1,888,818
Cigna Corp.	8,600		1,758,614
DaVita, Inc.*	24,500		1,838,235
Edwards Lifesciences Corp.*	7,000		1,633,030
Ensign Group, Inc. (The)	62,000		2,812,940
HCA Healthcare, Inc.	14,200		2,098,902
Insulet Corp.*	10,600		1,814,720
Ionis Pharmaceuticals, Inc.*+	30,000		1,812,300
Merck & Co., Inc.	39,000		3,547,050
			22,670,465
Industrials - 14.37%
AerCap Holdings NV*	28,000		1,721,160
Alaska Air Group, Inc.	28,600		1,937,650
Allison Transmission Holdings, Inc.	36,600		1,768,512
Atkore International Group, Inc.*	1,300		52,598
Builders FirstSource, Inc.*	70,000		1,778,700
CNH Industrial NV	175,000		1,925,000
Copart, Inc.*	19,200		1,746,048
CoStar Group, Inc.*	3,300		1,974,390
Delta Air Lines, Inc.	29,200		1,707,616
GMS, Inc.*	59,900		1,622,092
H&E Equipment Services, Inc.	52,000		1,738,360
Lockheed Martin Corp.	4,500		1,752,210
SPX Corp.*	18,500		941,280
United Airlines Holdings, Inc.*	20,400		1,797,036
United Parcel Service, Inc., Class B	15,000		1,755,900
Wabash National Corp.+	60,000		881,400
			25,099,952

  bridgeway.com 11

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Information Technology - 19.92%
Alliance Data Systems Corp.	14,000	$	1,570,800
Apple, Inc.	16,000		4,698,400
Cadence Design Systems, Inc.*	58,400		4,050,624
CDW Corp.	25,100		3,585,284
Micron Technology, Inc.*	89,000		4,786,420
Sanmina Corp.*	58,000		1,985,920
Seagate Technology PLC+	34,900		2,076,550
ServiceNow, Inc.*	6,600		1,863,312
SunPower Corp.*+	129,500		1,010,100
Synaptics, Inc.*+	15,000		986,550
TTEC Holdings, Inc.	23,700		938,994
Universal Display Corp.	9,000		1,854,630
VeriSign, Inc.*	10,500		2,023,140
VMware, Inc., Class A*+	11,000		1,669,690
Western Digital Corp.	27,000		1,713,690
			34,814,104
Materials - 5.30%
CF Industries Holdings, Inc.	36,300		1,732,962
Freeport-McMoRan, Inc.	164,800		2,162,176
Innospec, Inc.	10,000		1,034,400
Kirkland Lake Gold, Ltd.+	37,300		1,643,811
Teck Resources, Ltd., Class B	95,000		1,650,150
Verso Corp., Class A*	57,100		1,029,513
			9,253,012
Real Estate - 3.11%
American Tower Corp.	11,000		2,528,020
Equinix, Inc.	3,000		1,751,100
Realogy Holdings Corp.+	120,000		1,161,600
			5,440,720
TOTAL COMMON STOCKS - 100.06%			174,845,940
(Cost $159,724,602)

	Rate^	Shares		Value
MONEY MARKET FUND - 0.01%
Fidelity Investments Money Market Government Portfolio Class I	1.49%	16,992		$16,992
TOTAL MONEY MARKET FUND - 0.01%				16,992
(Cost $16,992)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.97%
Fidelity Investments Money Market Government Portfolio Class I**	1.49%	6,937,723		6,937,723
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.97%				6,937,723
(Cost $6,937,723)
TOTAL INVESTMENTS - 104.04%			$	181,800,655
(Cost $166,679,317)
Liabilities in Excess of Other Assets - (4.04%)				(7,062,634	)
NET ASSETS - 100.00%			$	174,738,021

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

^ Rate disclosed as of December 31, 2019.

+ This security or a portion of the security is out on loan as of December 31, 2019. Total loaned securities had a value of $19,305,022 as of December 31, 2019. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

  12 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	174,845,940	$	—	$	—	$	174,845,940
Money Market Fund		—		16,992		—		16,992
Investments Purchased with Cash Proceeds from Securities Lending		—		6,937,723		—		6,937,723
TOTAL	$	174,845,940	$	6,954,715	$	—	$	181,800,655

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

  bridgeway.com 13

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +5.60%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+12.55%). The Fund also lagged our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+8.07%), as well as the Russell 2000 Index (+9.94%) and the Russell Microcap Index (+13.45%). It was a poor quarter on a relative basis.

For the calendar year, our Fund returned +9.51%, underperforming the CRSP Cap-Based Portfolio 10 Index (+25.87%), the Lipper Micro-Cap Stock Funds Index (+20.62%), the Russell 2000 Index (+25.52%), and the Russell Microcap Index (+22.43%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

									Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years			15 Years			Since Inception (8/5/94)
Ultra-Small Company Fund		5.60%		1.63%		9.51%		-1.70%		6.44	%		4.07	%		12.13	%
CRSP Cap-Based Portfolio 10 Index		12.55%		8.59%		25.87%		5.29%		10.33	%		7.31	%		11.37	%
Russell 2000 Index		9.94%		7.30%		25.52%		8.23%		11.83	%		7.92	%		9.30	%
Russell Microcap Index		13.45%		7.26%		22.43%		6.57%		11.26	%		6.16	%		N/A
Lipper Micro-Cap Stock Funds Index		8.07%		4.31%		20.62%		6.74%		10.88	%		6.80	%		N/A

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 643 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market (with dividends reinvested). The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Lipper Micro-Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

14 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 2019

* The Lipper Micro-Cap Stock Funds Index began on 12/31/1995, and the line graph for the Index begins at the same value as the Fund on that date.

** The Russell Microcap Index began on 6/30/2000, and the line graph for the Index begins at the same value as the Fund on that date.

Detailed Explanation of Quarterly Performance

The Fund’s company financial health, price momentum and value metrics models all lagged the benchmark during the quarter and detracted from relative performance. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also hurt relative results. Likewise, an underweighting in the highest-momentum stocks had a negative effect on relative returns.

During the quarter, the Fund held approximately 26% of its assets, on average, outside of CRSP 10, including stocks that appreciated into the CRSP 9 decile. The Fund’s holdings in CRSP 9 underperformed the CRSP 10 benchmark, detracting from relative results.

From a sector perspective, the Fund’s allocation effect was slightly negative. An underweighting in the Health Care sector and an overweighting in the Materials sector were the largest detractors from relative results. The Fund’s stock selection effect also was negative, driven largely by poor performance from holdings in the Health Care and Financials sectors.

bridgeway.com 15

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods.

							Annualized
CRSP Decile1	Quarter		6 Months		1 Year		5 Years		10 Years		94 Years
1 (ultra-large)		9.73%		11.38%		31.05%		12.28%		13.56%		9.52%
2		7.01%		7.23%		31.55%		10.04%		13.69%		10.62%
3		8.42%		6.24%		28.39%		10.12%		13.73%		11.07%
4		7.43%		5.20%		31.01%		8.65%		12.68%		10.88%
5		7.92%		4.41%		22.86%		6.26%		11.57%		11.31%
6		10.16%		6.62%		24.32%		7.02%		12.04%		11.29%
7		11.36%		7.81%		29.47%		10.40%		13.89%		11.59%
8		14.36%		8.63%		21.95%		6.62%		11.67%		11.38%
9		14.56%		7.98%		22.04%		7.76%		11.81%		11.43%
10 (ultra-small)		12.55%		8.59%		25.87%		5.29%		10.33%		13.07%

¹  Performance figures are as of the period ended December 31, 2019. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Calendar Year Performance

All three of the Fund’s model categories underperformed the benchmark and detracted from relative results for the year. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also hurt relative results, as did an underweighting in highest-momentum stocks.

During the year, the Fund held approximately 28% of its assets, on average, outside of CRSP 10, including stocks that appreciated into the CRSP 9 decile. The Fund’s holdings in CRSP 9 underperformed the CRSP 10 benchmark, detracting from relative results.

From a sector perspective, the Fund’s allocation effect was slightly positive. An underweighting in the Energy sector and an overweighting in the Information Technology sector contributed most to relative results. However, the Fund’s stock selection effect was negative, driven largely by holdings in the Health Care, Financials, and Information Technology sectors.

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	InfuSystem Holdings, Inc.	Health Care		3.2%
2	Electromed, Inc.	Health Care		2.5%
3	Citi Trends, Inc.	Consumer Discretionary		2.5%
4	Consumer Portfolio Services, Inc.	Financials		2.1%
5	Rocky Brands, Inc.	Consumer Discretionary		2.1%
6	Harvard Bioscience, Inc.	Health Care		2.0%
7	Lifevantage Corp.	Consumer Staples		2.0%
8	Capitala Finance Corp.	Financials		2.0%
9	Orion Energy Systems, Inc.	Industrials		1.9%
10	Transcat, Inc.	Industrials		1.9%
	Total			22.2%

16 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Industry Sector Representation as of December 31, 2019

	% of Net Assets			% of CRSP 10 Index			Difference
Communication Services		4.7	%		4.1	%		0.6%
Consumer Discretionary		14.2	%		11.0	%		3.2%
Consumer Staples		5.0	%		2.0	%		3.0%
Energy		8.2	%		9.0	%		-0.8%
Financials		16.7	%		21.6	%		-4.9%
Health Care		22.1	%		29.7	%		-7.6%
Industrials		12.7	%		10.0	%		2.7%
Information Technology		11.7	%		8.5	%		3.2%
Materials		3.9	%		2.6	%		1.3%
Real Estate		0.9	%		1.0	%		-0.1%
Utilities		0.0	%		0.5	%		-0.9%
Liabilities in Excess of Other Assets		-0.1	%		0.0	%		-0.1%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

The Fund is subject to very high, above market risk (volatility) and is not an appropriate investment for short-term investors. Investments in ultra-small companies generally carry greater risk than is customarily associated with larger companies and even “small companies” for various reasons, such as narrower markets (fewer investors), limited financial resources and greater trading difficulty.

Conclusion

Ultra-Small Company Fund remains closed to new investors. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgeway.com 17

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
COMMON STOCKS - 100.14%
Communication Services - 4.74%
Alaska Communications Systems Group, Inc.*	381,200	$	674,724
Cinedigm Corp., Class A*+	32,000		22,400
Cumulus Media, Inc., Class A*	21,200		372,484
DHI Group, Inc.*	26,900		80,969
EverQuote, Inc., Class A*+	23,700		814,095
IDT Corp., Class B*	27,800		200,438
Marchex, Inc., Class B*	8,500		32,130
Travelzoo*	100,100		1,071,070
			3,268,310
Consumer Discretionary - 14.24%
AMCON Distributing Co.	2,100		151,221
Barnes & Noble Education, Inc.*	20,400		87,108
Bassett Furniture Industries, Inc.	7,000		116,760
Big 5 Sporting Goods Corp.+	162,300		486,900
Charles & Colvard, Ltd.*	298,600		424,012
China XD Plastics Co., Ltd.*	86,300		154,477
Citi Trends, Inc.	75,100		1,736,312
Comstock Holding Cos., Inc.*+	54,400		104,448
Crown Crafts, Inc.	34,400		211,560
Delta Apparel, Inc.*	35,100		1,091,610
Diversified Restaurant Holdings, Inc.*	19,707		20,495
Educational Development Corp.	62,000		383,160
Iconix Brand Group, Inc.*+	19,600		26,460
Lakeland Industries, Inc.*	43,500		469,800
Lincoln Educational Services Corp.*	49,564		133,823
Live Ventures, Inc.*+	7,302		54,911
ONE Group Hospitality, Inc. (The)*+	27,400		99,736
Rave Restaurant Group, Inc.*	15,300		25,245
Rocky Brands, Inc.	49,000		1,442,070
RTW RetailWinds, Inc.*	121,900		97,642
Tile Shop Holdings, Inc.+	77,900		131,651
TravelCenters of America, Inc.*	47,920		821,828
Tuesday Morning Corp.*	652,600		1,207,310
Vince Holding Corp.*	19,400		335,814
			9,814,353
Consumer Staples - 4.99%
Alico, Inc.	1,100		39,413
Farmer Brothers Co.*	34,200		515,052

Industry     Company	Shares	Value
Consumer Staples (continued)
Lifevantage Corp.*	88,400	$	1,379,924
Mannatech, Inc.	13,809		216,249
Natural Alternatives International, Inc.*	26,300		209,874
Natural Grocers by Vitamin Cottage, Inc.	99,200		979,104
Reliv International, Inc.*+	26,939		102,368
			3,441,984
Energy - 8.15%
Adams Resources & Energy, Inc.	1,200		45,684
Aspen Aerogels, Inc.*	5,400		41,904
Earthstone Energy, Inc., Class A*	62,500		395,625
Enservco Corp.*	496,100		92,361
Era Group, Inc.*	3,700		37,629
Gevo, Inc.*	18,300		42,273
ION Geophysical Corp.*	75,300		653,604
Lonestar Resources US, Inc., Class A*	134,700		351,567
Mitcham Industries, Inc.*	93,000		266,910
Navios Maritime Acquisition Corp.	129,600		1,101,600
NCS Multistage Holdings, Inc.*	12,900		27,090
PrimeEnergy Resources Corp.*	400		60,504
SandRidge Energy, Inc.*	106,600		451,984
SilverBow Resources, Inc.*	37,700		373,230
Smart Sand, Inc.*+	98,800		248,976
Superior Drilling Products, Inc.*	122,800		100,696
Teekay Tankers, Ltd., Class A*	20,012		479,688
TransAtlantic Petroleum, Ltd.*	482,400		235,556
VAALCO Energy, Inc.*	275,500		611,610
			5,618,491
Financials - 16.68%
1347 Property Insurance Holdings, Inc.*+	7,800		43,056
A-Mark Precious Metals, Inc.*+	65,900		544,993
AmeriServ Financial, Inc.+	11,600		48,720
Ashford, Inc.*+	8,500		200,600
Atlanticus Holdings Corp.*	17,800		160,378
C&F Financial Corp.	14,252		788,563
Capitala Finance Corp.+	156,200		1,363,626
CB Financial Services, Inc.	3,200		96,448
Central Federal Corp.*	4,800		66,960

  18 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Financials (continued)
Community West Bancshares	5,000	$	55,500
Consumer Portfolio Services, Inc.*	435,100		1,466,287
Elevate Credit, Inc.*	70,500		313,725
FedNat Holding Co.	29,900		497,237
First Business Financial Services, Inc.	9,000		236,970
First Savings Financial Group, Inc.	1,100		73,810
First United Corp.	3,600		86,724
FlexShopper, Inc.*+	46,500		117,645
Franklin Financial Services Corp.	1,300		50,297
GAMCO Investors, Inc., Class A	8,900		173,461
Hallmark Financial Services, Inc.*	3,800		66,766
Impac Mortgage Holdings, Inc.*+	102,181		537,472
Investcorp Credit Management BDC, Inc.	95,400		639,180
Manning & Napier, Inc.	134,900		234,726
MVB Financial Corp.	11,400		284,088
National Holdings Corp.*	80,400		205,020
Northeast Bank	30,300		666,297
Ocwen Financial Corp.*	235,400		322,498
Portman Ridge Finance Corp.	280,200		594,024
Provident Financial Holdings, Inc.	2,800		61,320
Pzena Investment Management, Inc., Class A	60,600		522,372
SB Financial Group, Inc.	17,422		343,039
Security National Financial Corp., Class A*	86,334		505,054
Silvercrest Asset Management Group, Inc., Class A	10,100		127,058
			11,493,914
Health Care - 22.07%
Affimed NV*	369,300		1,011,882
Allied Healthcare Products, Inc.*	66,481		80,442
American Renal Associates Holdings, Inc.*	11,600		120,292
American Shared Hospital Services*+	101,400		247,416
Applied Genetic Technologies Corp.*	24,600		111,192
Apyx Medical Corp.*	10,800		91,368

Industry     Company	Shares	Value
Health Care (continued)
Aravive, Inc.*	18,000	$	246,060
Bioanalytical Systems, Inc.*+	89,210		441,589
Capital Senior Living Corp.*	13,000		40,170
Castlight Health, Inc., Class B*	226,100		300,713
Celldex Therapeutics, Inc.*	77,300		172,379
Conformis, Inc.*	142,700		214,050
Cumberland Pharmaceuticals, Inc.*	16,400		84,460
CynergisTek, Inc.*	109,000		359,700
Daxor Corp.*+	4,400		41,360
Digirad Corp.*	44,090		113,752
Electromed, Inc.*	201,638		1,744,169
Endologix, Inc.*	47,800		75,524
Enzo Biochem, Inc.*	231,900		609,897
FONAR Corp.*	10,700		210,683
Fulgent Genetics, Inc.*	24,800		319,920
Harvard Bioscience, Inc.*	458,300		1,397,815
Infinity Pharmaceuticals, Inc.*	147,900		141,984
InfuSystem Holdings, Inc.*	254,598		2,171,721
IntriCon Corp.*+	55,500		999,000
IRIDEX Corp.*	20,900		46,816
Jounce Therapeutics, Inc.*	72,300		631,179
Kewaunee Scientific Corp.	16,100		216,545
Kezar Life Sciences, Inc.*	11,400		45,714
Milestone Scientific, Inc.*+	79,500		110,505
Misonix, Inc.*	60,200		1,120,322
MRI Interventions, Inc.*	10,500		50,400
MTBC, Inc.*+	7,900		32,074
Otonomy, Inc.*	26,500		101,495
PhaseBio Pharmaceuticals, Inc.*	21,800		133,198
Pro-Dex, Inc.*+	19,800		347,490
Retractable Technologies, Inc.*+	66,900		100,350
RTI Surgical Holdings, Inc.*	256,090		701,686
SeaSpine Holdings Corp.*	4,500		54,045
Sharps Compliance Corp.*	12,000		50,640
SunLink Health Systems, Inc.*	4,700		5,029
ThermoGenesis Holdings, Inc.*	19,500		85,800
VIVUS, Inc.*	12,400		33,728
			15,214,554
Industrials - 12.74%
Acme United Corp.	19,400		461,526
ARC Document Solutions, Inc.*	209,900		291,761
Avalon Holdings Corp., Class A*	14,700		28,224

  bridgeway.com 19

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Industrials (continued)
BG Staffing, Inc.	49,400	$	1,081,366
Chicago Rivet & Machine Co.	1,900		49,015
Continental Materials Corp.*	4,150		32,617
DLH Holdings Corp.*	7,500		31,425
Eastern Co. (The)	1,200		36,636
Ecology and Environment, Inc., Class A	43,732		677,846
Fuel Tech, Inc.*	203,500		189,662
Hill International, Inc.*	11,900		37,604
Houston Wire & Cable Co.*	16,500		72,765
Hudson Global, Inc.*	2,019		24,127
IES Holdings, Inc.*	2,500		64,150
LB Foster Co., Class A*	9,300		180,234
Limbach Holdings, Inc.*	37,700		142,506
LS Starrett Co. (The), Class A*	32,300		184,756
LSI Industries, Inc.	163,200		987,360
Mastech Digital, Inc.*	10,200		112,914
Navios Maritime Holdings, Inc.*	36,200		162,176
Orion Energy Systems, Inc.*	396,300		1,327,605
Orion Group Holdings, Inc.*	47,100		244,449
Perma-Pipe International Holdings, Inc.*	4,500		42,210
Quest Resource Holding Corp.*+	22,000		47,960
Tel-Instrument Electronics Corp.*	11,400		40,812
Transcat, Inc.*	40,900		1,303,074
Ultralife Corp.*	4,600		33,994
Virco Manufacturing Corp.	17,600		74,624
Volt Information Sciences, Inc.*	87,600		217,248
Willis Lease Finance Corp.*	10,200		600,882
			8,781,528
Information Technology - 11.72%
Adesto Technologies
Corp.*+	88,100		748,850
AstroNova, Inc.	5,600		76,832
Aviat Networks, Inc.*	55,213		775,743
Blonder Tongue Laboratories, Inc.*	290,100		220,476
Communications Systems, Inc.	45,500		280,735
Finjan Holdings, Inc.*	312,700		628,527
GlobalSCAPE, Inc.	41,300		405,979
Identiv, Inc.*	18,500		104,340
inTEST Corp.*	213,400		1,269,730

Industry     Company	Shares	Value
Information Technology (continued)
Intevac, Inc.*	33,800	$	238,628
Luna Innovations, Inc.*	8,130		59,268
NetSol Technologies, Inc.*	47,600		190,400
One Stop Systems, Inc.*	20,800		42,016
PC-Tel, Inc.	30,400		257,488
Perceptron, Inc.*	10,700		58,850
RF Industries, Ltd.	117,196		792,245
Schmitt Industries, Inc.*+	70,802		273,296
ServiceSource International, Inc.*	113,000		188,710
Synacor, Inc.*	26,000		39,520
Taitron Components, Inc., Class A	68,500		194,540
TESSCO Technologies, Inc.	44,900		503,778
TransAct Technologies, Inc.	62,800		688,916
Wayside Technology Group, Inc.	2,400		38,880
			8,077,747
Materials - 3.94%
AgroFresh Solutions, Inc.*	54,200		139,836
Caledonia Mining Corp. PLC	4,700		39,574
Flexible Solutions International, Inc.	66,300		170,391
Friedman Industries, Inc.	71,800		432,236
Gulf Resources, Inc.*	536,800		273,822
LSB Industries, Inc.*	85,400		358,680
Olympic Steel, Inc.	59,800		1,071,616
Ramaco Resources, Inc.*	23,500		84,130
Trecora Resources*	8,100		57,915
UFP Technologies, Inc.*	1,700		84,337
			2,712,537
Real Estate - 0.87%
CIM Commercial Trust Corp.	16,300		236,350
Griffin Industrial Realty, Inc.	9,200		363,860
			600,210
TOTAL COMMON STOCKS - 100.14%			69,023,628
(Cost $73,506,820)

  20 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

	Rate^	Shares	Value
MONEY MARKET FUND - 0.85%
Fidelity Investments Money Market Government Portfolio Class I	1.49%	584,597	$584,597
TOTAL MONEY MARKET FUND - 0.85%			584,597
(Cost $584,597)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.35%
Fidelity Investments Money Market Government Portfolio Class I**	1.49%	1,618,090	1,618,090
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING -2.35%			1,618,090
(Cost $1,618,090)
TOTAL INVESTMENTS - 103.34%			$71,226,315
(Cost $75,709,507)
Liabilities in Excess of Other Assets - (3.34%)			(2,301,958	)
NET ASSETS - 100.00%			$68,924,357

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

^ Rate disclosed as of December 31, 2019.

+ This security or a portion of the security is out on loan as of December 31, 2019. Total loaned securities had a value of $2,512,696 as of December 31, 2019. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Industrials	$	8,062,870	$	718,658	$	—	$	8,781,528
Other Industries (a)		60,242,100		—		—		60,242,100
Total Common Stocks		68,304,970		718,658		—		69,023,628
Money Market Fund		—		584,597		—		584,597
Investments Purchased with Cash Proceeds from Securities Lending		—		1,618,090		—		1,618,090
TOTAL	$	68,304,970	$	2,921,345	$	—	$	71,226,315

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

  bridgeway.com 21

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +7.34%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+12.55%). Our Fund also underperformed our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+8.07%), as well as the Russell 2000 Index (+9.94%) and the Russell Microcap Index (+13.45%). It was a poor quarter on a relative basis.

For the calendar year, our Fund returned +15.34%, trailing the CRSP Cap-Based Portfolio 10 Index (+25.87%), the Lipper Micro-Cap Stock Funds Index (+20.62%), the Russell 2000 Index (+25.52%), and the Russell Microcap Index (+22.43%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

									Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years			15 Years			Since Inception (7/31/97)
Ultra-Small Company Market Fund		7.34%		3.84%		15.34%		3.67%		10.05	%		5.34	%		9.67	%
CRSP Cap-Based Portfolio 10 Index		12.55%		8.59%		25.87%		5.29%		10.33	%		7.31	%		10.23	%
Russell 2000 Index		9.94%		7.30%		25.52%		8.23%		11.83	%		7.92	%		7.83	%
Russell Microcap Index		13.45%		7.26%		22.43%		6.57%		11.26	%		6.16	%		N/A
Lipper Micro-Cap Stock Funds Index		8.07%		4.31%		20.62%		6.74%		10.88	%		6.80	%		7.77	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 643 of the smallest publicly traded U.S. stocks with dividends reinvested, as reported by the Center for Research on Security Prices. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Lipper Micro-Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

22 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception July 31, 1997 to December 31, 2019

* The Russell Microcap Index began on 6/30/2000, and the line graph for the Index begins at the same value as the Fund on that date.

Detailed Explanation of Quarterly Performance

During the quarter, the Fund held about 20% of its assets, on average, in stocks outside of CRSP 10, including stocks that appreciated into CRSP 9. These larger stocks underperformed the benchmark and hurt the Fund’s relative results. The Fund’s sidestepping strategies, which eliminated exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped performance against the benchmark.

The Fund’s stock selection effect was negative, with holdings in the Health Care and Communication Services sectors detracting most from relative returns.

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods.

									Annualized
CRSP Decile1	Quarter		6 Months		1 Year		5 Years		10 Years		94 Years
1 (ultra-large)		9.73%		11.38%		31.05%		12.28%		13.56%		9.52%
2		7.01%		7.23%		31.55%		10.04%		13.69%		10.62%
3		8.42%		6.24%		28.39%		10.12%		13.73%		11.07%
4		7.43%		5.20%		31.01%		8.65%		12.68%		10.88%
5		7.92%		4.41%		22.86%		6.26%		11.57%		11.31%
6		10.16%		6.62%		24.32%		7.02%		12.04%		11.29%
7		11.36%		7.81%		29.47%		10.40%		13.89%		11.59%
8		14.36%		8.63%		21.95%		6.62%		11.67%		11.38%
9		14.56%		7.98%		22.04%		7.76%		11.81%		11.43%
10 (ultra-small)		12.55%		8.59%		25.87%		5.29%		10.33%		13.07%

1 Performance figures are as of the period ended December 31, 2019. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

bridgeway.com 23

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Detailed Explanation of Calendar Year Performance

The Fund held about 19% of its assets, on average, in stocks outside of CRSP 10, including stocks that appreciated into CRSP 9. These larger stocks underperformed the benchmark during the year, which hurt relative results. However, the Fund’s sidestepping strategies, which eliminated exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped performance against the benchmark.

The Fund’s stock selection effect was negative, with holdings in the Health Care and Industrials sectors detracting most from relative performance.

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	Pacific Biosciences of California, Inc.	Health Care		0.7%
2	Jounce Therapeutics, Inc.	Health Care		0.6%
3	Constellation Pharmaceuticals, Inc.	Health Care		0.6%
4	CEL-SCI Corp.	Health Care		0.5%
5	Stratus Properties, Inc.	Real Estate		0.5%
6	Eiger BioPharmaceuticals, Inc.	Health Care		0.5%
7	Utah Medical Products, Inc.	Health Care		0.5%
8	Calithera Biosciences, Inc.	Health Care		0.5%
9	Pfenex, Inc.	Health Care		0.5%
10	Overseas Shipholding Group, Inc., Class A	Energy		0.5%
	Total			5.4%

Industry Sector Representation as of December 31, 2019

	% of Net Assets			% of CRSP 10 Index			Difference
Communication Services		4.5	%		4.1	%		0.4%
Consumer Discretionary		12.3	%		11.0	%		1.3%
Consumer Staples		1.3	%		2.0	%		-0.7%
Energy		9.8	%		9.0	%		0.8%
Financials		21.1	%		21.6	%		-0.5%
Health Care		27.0	%		29.7	%		-2.7%
Industrials		10.0	%		10.0	%		0.0%
Information Technology		8.8	%		8.5	%		0.3%
Materials		2.9	%		2.6	%		0.3%
Real Estate		1.7	%		1.0	%		0.7%
Utilities		0.6	%		0.5	%		0.1%
Cash & Other Assets		0.0	%		0.0	%		0.0%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

The Fund is subject to very high, above market risk (volatility) and is not an appropriate investment for short-term investors. Investments in ultra-small companies generally carry greater risk than is customarily associated with larger companies and

24 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

even “small companies” for various reasons, such as narrower markets (fewer investors), limited financial resources and greater trading difficulty.

Conclusion

Thank you for your continued investment in Ultra-Small Company Market Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgeway.com 25

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
COMMON STOCKS - 99.85%
Communication Services - 4.48%
A.H. Belo Corp., Class A	90,883	$	256,290
Alaska Communications Systems Group, Inc.*	279,500		494,715
Ballantyne Strong, Inc.*	50,000		162,000
Beasley Broadcast Group, Inc., Class A	11,125		34,376
Chicken Soup For The Soul Entertainment, Inc.*+	15,000		120,000
DHI Group, Inc.*	205,500		618,555
Emmis Communications Corp., Class A*	50,000		201,500
Entravision Communications Corp., Class A	234,900		615,438
EverQuote, Inc., Class A*	15,000		515,250
Fluent, Inc.*	212,100		530,250
Frontier Communications Corp.*+	295,000		262,432
Gaia, Inc.*+	48,400		386,716
Harte-Hanks, Inc.*	72,533		259,668
IDT Corp., Class B*	73,200		527,772
Lee Enterprises, Inc.*	195,300		277,326
Marchex, Inc., Class B*	152,200		575,316
NII Holdings, Inc.*	287,700		624,309
Ooma, Inc.*	65,800		870,534
Saga Communications, Inc., Class A	16,516		502,086
Salem Media Group, Inc.	65,000		93,600
Spok Holdings, Inc.	60,000		733,800
Townsquare Media, Inc., Class A	38,500		383,845
Travelzoo*	45,000		481,500
Xcel Brands, Inc.*	91,000		136,500
Zedge, Inc., Class B*	16,855		25,957
			9,689,735
Consumer Discretionary - 12.33%
AMCON Distributing Co.	3,900		280,839
Ark Restaurants Corp.	17,900		397,380
Aspen Group, Inc.*	50,000		400,000
Barnes & Noble Education, Inc.*	160,000		683,200
Bassett Furniture Industries, Inc.	37,044		617,894
BBQ Holdings, Inc.*+	54,838		215,513
Big 5 Sporting Goods Corp.+	55,000		165,000
Blue Apron Holdings, Inc., Class A*+	17,000		111,860
Build-A-Bear Workshop, Inc.*+	54,200		175,608
China XD Plastics Co., Ltd.*	56,000		100,240

Industry     Company	Shares	Value
Consumer Discretionary (continued)
Citi Trends, Inc.	40,800	$	943,296
Collectors Universe, Inc.	36,760		847,318
Container Store Group, Inc. (The)*	153,900		649,458
CSS Industries, Inc.	37,000		163,170
Culp, Inc.	42,700		581,574
Delta Apparel, Inc.*	27,388		851,767
Destination XL Group, Inc.*+	237,222		303,644
Dover Motorsports, Inc.	123,396		229,517
Educational Development Corp.	41,400		255,852
Emerson Radio Corp.*	187,100		153,422
Envela Corp.*	25,000		33,750
Escalade, Inc.	41,380		406,765
Flexsteel Industries, Inc.	27,000		537,840
GNC Holdings, Inc., Class A*+	250,000		675,000
Greenlane Holdings, Inc., Class A*+	40,000		130,200
Habit Restaurants, Inc. (The), Class A*	70,500		735,315
Hamilton Beach Brands Holding Co., Class A	32,000		611,200
Horizon Global Corp.*+	115,000		401,350
Iconix Brand Group, Inc.*	36,600		49,410
J Alexander’s Holdings, Inc.*	53,100		507,636
J. Jill, Inc.+	129,900		146,787
JAKKS Pacific, Inc.*	73,600		75,808
Lakeland Industries, Inc.*	31,557		340,816
Leaf Group, Ltd.*	113,000		452,000
Libbey, Inc.*	97,000		140,650
Lifetime Brands, Inc.	86,500		601,175
Lincoln Educational Services Corp.*	154,405		416,894
Liquidity Services, Inc.*	82,000		488,720
Luby’s, Inc.*	96,600		212,520
Nautilus, Inc.*	134,400		235,200
New Home Co., Inc. (The)*	68,400		318,744
P&F Industries, Inc., Class A	10,500		72,030
Potbelly Corp.*	97,000		409,340
Red Lion Hotels Corp.*	59,900		223,427
Rocky Brands, Inc.	24,600		723,978
RTW RetailWinds, Inc.*	271,900		217,792
Shiloh Industries, Inc.*	74,500		265,220
SORL Auto Parts, Inc.*+	106,058		470,898
Sportsman’s Warehouse Holdings, Inc.*	114,015		915,540
Stage Stores, Inc.+	100,000		812,000
Stein Mart, Inc.*+	160,800		107,607
Strattec Security Corp.	23,800		528,598

  26 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Consumer Discretionary (continued)
Superior Industries International, Inc.	92,500	$	341,325
Sypris Solutions, Inc.*	84,404		65,844
Tandy Leather Factory, Inc.*	44,600		254,666
Tilly’s, Inc., Class A	49,400		605,150
Town Sports International Holdings, Inc.*	90,000		153,900
TravelCenters of America, Inc.*	46,900		804,335
Tuesday Morning Corp.*	44,500		82,325
Turtle Beach Corp.*+	66,854		631,770
Unique Fabricating, Inc.	50,000		193,000
Universal Technical Institute, Inc.*	102,100		787,191
US Auto Parts Network, Inc.*	169,438		372,764
Vince Holding Corp.*	32,500		562,575
VOXX International Corp.*	64,500		282,510
Weyco Group, Inc.	5,000		132,250
ZAGG, Inc.*+	98,400		798,024
Zovio, Inc.*	100,000		206,000
			26,664,391
Consumer Staples - 1.29%
Bridgford Foods Corp.*	1,300		32,227
Lifeway Foods, Inc.*	55,152		109,752
Mannatech, Inc.	13,600		212,976
Natural Alternatives International, Inc.*	40,310		321,674
Natural Grocers by Vitamin Cottage, Inc.	69,400		684,978
Oil-Dri Corp. of America	21,700		786,625
Rocky Mountain Chocolate Factory, Inc.	30,000		276,900
United-Guardian, Inc.	19,000		373,350
			2,798,482
Energy - 9.77%
Adams Resources & Energy, Inc.	24,300		925,101
Altus Midstream Co., Class A*	100,000		286,000
Amplify Energy Corp.	63,900		422,379
Aspen Aerogels, Inc.*	71,700		556,392
Centrus Energy Corp., Class A*+	19,000		130,720
Chaparral Energy, Inc., Class A*	258,700		455,312
Contango Oil & Gas Co.*+	60,000		220,200
Dawson Geophysical Co.*	102,545		246,108
Earthstone Energy, Inc., Class A*	79,302		501,982

Industry     Company	Shares	Value
Energy (continued)
Era Group, Inc.*	97,350	$	990,050
Evolution Petroleum Corp.	130,123		711,773
Forum Energy Technologies, Inc.*	135,000		226,800
Geospace Technologies Corp.*	55,663		933,469
Goodrich Petroleum Corp.*	50,000		502,000
Gulf Island Fabrication, Inc.*	67,300		341,211
Hi-Crush, Inc.*	215,000		189,759
Independence Contract Drilling, Inc.*	184,100		183,511
ION Geophysical Corp.*	78,016		677,179
KLX Energy Services Holdings, Inc.*	35,000		225,400
Lonestar Resources US, Inc., Class A*	164,100		428,301
Mammoth Energy Services, Inc.+	270,000		594,000
Mexco Energy Corp.*+	12,000		47,280
Mitcham Industries, Inc.*	119,545		343,094
Montage Resources Corp.*+	90,000		714,600
NACCO Industries, Inc., Class A	20,000		936,600
Natural Gas Services Group, Inc.*	48,376		593,090
NCS Multistage Holdings, Inc.*	161,600		339,360
New Concept Energy, Inc.*+	8,400		10,332
Nine Energy Service, Inc.*	106,900		835,958
Nuverra Environmental Solutions, Inc.*+	2,689		7,785
Overseas Shipholding Group, Inc., Class A*	433,200		996,360
Panhandle Oil and Gas, Inc., Class A	45,594		511,109
PEDEVCO Corp.*+	40,000		66,400
Quintana Energy Services, Inc.*	183,514		515,674
Ranger Energy Services, Inc.*	29,700		191,268
RigNet, Inc.*	71,309		470,639
Ring Energy, Inc.*	274,000		723,360
SandRidge Energy, Inc.*	145,000		614,800
SEACOR Marine Holdings, Inc.*	33,640		463,896
SilverBow Resources, Inc.*	46,148		456,865
Smart Sand, Inc.*+	166,800		420,336
Superior Drilling Products, Inc.*	166,100		136,202
Tengasco, Inc.*	25,000		12,252
TETRA Technologies, Inc.*	360,000		705,600
Unit Corp.*	95,000		66,082

  bridgeway.com 27

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Energy (continued)
Uranium Energy Corp.*	720,000	$	661,824
VAALCO Energy, Inc.*	237,100		526,362
			21,114,775
Financials - 21.09%
1347 Property Insurance Holdings, Inc.*	38,400		211,968
1st Constitution Bancorp	24,033		531,850
A-Mark Precious Metals, Inc.*	50,200		415,154
American River Bankshares	31,000		460,970
AmeriServ Financial, Inc.	52,571		220,798
Ashford, Inc.*	5,200		122,720
Asta Funding, Inc.*	68,400		706,572
Atlantic American Corp.	74,856		140,729
Atlanticus Holdings Corp.*	51,612		465,024
Auburn National Bancorporation, Inc.+	2,974		157,622
Bank of Commerce Holdings	60,341		698,145
Bank of Princeton (The)	13,910		438,026
Bank7 Corp.	32,910		623,974
BankFinancial Corp.	47,000		614,760
Bankwell Financial Group, Inc.	18,937		546,143
BCB Bancorp, Inc.	56,312		776,542
C&F Financial Corp.	13,400		741,422
Capital Bancorp, Inc.*	16,800		250,152
Capitala Finance Corp.	51,580		450,293
CB Financial Services, Inc.	13,700		412,918
Chemung Financial Corp.	14,998		637,415
Citizens Community Bancorp, Inc.	35,600		435,032
Citizens Holding Co.	20,670		452,260
Codorus Valley Bancorp, Inc.	30,937		712,479
Colony Bankcorp, Inc.	36,568		603,372
Community West Bancshares	28,357		314,763
Conifer Holdings, Inc.*+	19,000		76,000
Consumer Portfolio Services, Inc.*	138,100		465,397
Eagle Bancorp Montana, Inc.	22,021		471,029
Elevate Credit, Inc.*	143,600		639,020
Entegra Financial Corp.*	200		6,032
ESSA Bancorp, Inc.	36,900		625,455
Evans Bancorp, Inc.	16,201		649,660
FedNat Holding Co.	43,112		716,953
First Bank	62,863		694,636
First Business Financial Services, Inc.	28,308		745,350

Industry     Company	Shares	Value
Financials (continued)
First Financial Northwest, Inc.	47,000	$	702,180
First Guaranty Bancshares, Inc.	6,175		134,430
First Internet Bancorp	33,000		782,430
First Northwest Bancorp	42,500		770,525
First United Corp.	19,492		469,562
GAIN Capital Holdings, Inc.+	112,400		443,980
GAMCO Investors, Inc., Class A	10,000		194,900
Guaranty Federal Bancshares, Inc.	15,856		399,571
Hawthorn Bancshares, Inc.	28,121		717,086
HMN Financial, Inc.*	25,000		525,250
Horizon Technology Finance Corp.	53,600		693,048
Impac Mortgage Holdings, Inc.*+	16,600		87,316
Investcorp Credit Management BDC, Inc.	5,800		38,860
JMP Group, LLC	51,851		167,479
Lake Shore Bancorp, Inc.+	22,150		337,788
Landmark Bancorp, Inc.	15,933		399,122
Level One Bancorp, Inc.	25,000		629,000
Malvern Bancorp, Inc.*	23,300		537,997
Manning & Napier, Inc.	50,000		87,000
Marlin Business Services Corp.	43,300		951,734
Medallion Financial Corp.*	85,844		624,086
Meridian Corp.*	24,000		484,560
Mid Penn Bancorp, Inc.	23,648		681,062
Monroe Capital Corp.+	69,103		750,459
MSB Financial Corp.	20,000		360,000
Northeast Bank	35,300		776,247
Northrim BanCorp, Inc.	24,250		928,775
Norwood Financial Corp.	18,112		704,557
Ohio Valley Banc Corp.	17,500		693,350
OP Bancorp	41,851		433,995
Pacific Mercantile Bancorp*	83,319		676,550
Patriot National Bancorp, Inc.	16,500		210,540
Penns Woods Bancorp, Inc.	24,600		874,776
Peoples Bancorp of North Carolina, Inc.	22,830		749,966
Portman Ridge Finance Corp.	201,300		426,756
Premier Financial Bancorp, Inc.	41,655		755,622
Provident Financial Holdings, Inc.	24,317		532,542
Prudential Bancorp, Inc.	7,034		130,340

  28 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Financials (continued)
Pzena Investment Management, Inc., Class A	57,100	$	492,202
Randolph Bancorp, Inc.*	15,000		264,750
Riverview Bancorp, Inc.	91,226		748,965
SB One Bancorp	23,000		573,160
Security National Financial Corp., Class A*	58,480		342,108
Select Bancorp, Inc.*	54,676		672,515
Shore Bancshares, Inc.	38,700		671,832
Silvercrest Asset Management Group, Inc., Class A	24,202		304,461
Southern First Bancshares, Inc.*	12,215		519,015
Summit State Bank	17,200		222,998
Timberland Bancorp, Inc.	27,922		830,400
Two River Bancorp	31,968		716,083
Union Bankshares, Inc.	7,419		269,013
United Bancshares, Inc.+	15,200		345,192
United Security Bancshares	55,400		594,442
Unity Bancorp, Inc.	41,500		936,655
			45,597,867
Health Care - 26.95%
AcelRx Pharmaceuticals, Inc.*+	308,150		650,197
Aclaris Therapeutics, Inc.*+	80,000		151,200
Acorda Therapeutics, Inc.*	160,600		327,624
Adamas Pharmaceuticals, Inc.*	101,500		384,685
Aduro Biotech, Inc.*	300,000		354,000
Aeglea BioTherapeutics, Inc.*	75,000		573,000
AgeX Therapeutics, Inc.*	23,499		42,768
Alimera Sciences, Inc.*+	17,333		131,384
Allena Pharmaceuticals, Inc.*+	128,600		351,078
Alphatec Holdings, Inc.*	125,000		886,875
Alpine Immune Sciences, Inc.*	200		768
Altimmune, Inc.*	21,100		39,879
Apollo Endosurgery, Inc.*	103,700		295,545
Applied Genetic Technologies Corp.*	54,400		245,888
Aptinyx, Inc.*	141,000		482,220
Apyx Medical Corp.*	79,970		676,546
Aquestive Therapeutics, Inc.*	75,000		436,500
Arcturus Therapeutics Holdings, Inc.*	35,000		380,450
Ardelyx, Inc.*	109,100		818,796

Industry     Company	Shares	Value
Health Care (continued)
Assertio Therapeutics, Inc.*	292,000	$	365,000
Bellicum Pharmaceuticals, Inc.*+	71,700		92,493
Calithera Biosciences, Inc.*	182,600		1,042,646
Calyxt, Inc.*+	120,000		841,200
Capital Senior Living Corp.*+	105,336		325,488
Castlight Health, Inc., Class B*	380,700		506,331
cbdMD, Inc.*+	84,400		190,744
CEL-SCI Corp.*+	127,000		1,162,050
Chiasma, Inc.*	187,600		930,496
Chimerix, Inc.*	243,800		494,914
Cidara Therapeutics, Inc.*+	94,382		362,427
Clearside Biomedical, Inc.*+	90,000		261,000
Concert Pharmaceuticals, Inc.*	80,000		738,000
Conformis, Inc.*	210,000		315,000
Constellation Pharmaceuticals, Inc.*+	27,500		1,295,525
CorMedix, Inc.*+	83,800		610,064
Corvus Pharmaceuticals, Inc.*+	110,100		598,944
Cumberland Pharmaceuticals, Inc.*	135,100		695,765
Curis, Inc.*	256,800		436,560
CynergisTek, Inc.*	55,000		181,500
Eiger BioPharmaceuticals, Inc.*	71,000		1,057,900
ElectroCore, Inc.*+	111,200		176,808
Electromed, Inc.*	45,000		389,250
Eloxx Pharmaceuticals, Inc.*+	109,000		802,240
Endologix, Inc.*+	40,000		63,200
Enzo Biochem, Inc.*	151,100		397,393
Evelo Biosciences, Inc.*+	120,000		487,200
EyePoint Pharmaceuticals, Inc.*+	540,200		837,310
Five Prime Therapeutics, Inc.*	121,800		559,062
Fulgent Genetics, Inc.*+	53,300		687,570
Genesis Healthcare, Inc.*	405,400		664,856
Geron Corp.*+	250,000		340,000
Harvard Bioscience, Inc.*	135,317		412,717
Ideaya Biosciences, Inc.*+	85,000		637,500
Infinity Pharmaceuticals, Inc.*	240,000		230,400
InfuSystem Holdings, Inc.*	59,900		510,947
IntriCon Corp.*	26,300		473,400
Invacare Corp.+	70,000		631,400
IRIDEX Corp.*	50,400		112,896

  bridgeway.com 29

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Health Care (continued)
IVERIC bio, Inc.*+	35,900	$	308,022
Jounce Therapeutics, Inc.*	149,300		1,303,389
Kala Pharmaceuticals, Inc.*+	134,400		495,936
Kaleido Biosciences, Inc.*+	113,700		570,774
KalVista Pharmaceuticals, Inc.*+	51,100		910,091
Kewaunee Scientific Corp.	11,600		156,020
Kezar Life Sciences, Inc.*	66,769		267,744
Kodiak Sciences, Inc.*+	10,000		719,500
Lannett Co., Inc.*+	85,000		749,700
Lineage Cell Therapeutics, Inc.*	507,661		451,818
Magenta Therapeutics, Inc.*	30,287		459,151
MannKind Corp.*+	508,500		655,965
Marinus Pharmaceuticals, Inc.*	281,500		608,040
Matinas BioPharma Holdings, Inc.*	340,000		771,800
Menlo Therapeutics, Inc.*	112,300		521,072
Merrimack Pharmaceuticals, Inc.+	55,000		173,250
Mersana Therapeutics, Inc.*	128,600		736,878
Micron Solutions, Inc.*	20,000		47,800
Minerva Neurosciences, Inc.*	50,200		356,922
Misonix, Inc.*	22,200		413,142
Mustang Bio, Inc.*	140,000		571,200
NantKwest, Inc.*+	103,300		391,507
Neoleukin Therapeutics, Inc.*+	80,000		985,600
Neon Therapeutics, Inc.*	89,800		105,964
Neos Therapeutics, Inc.*+	195,000		294,450
Neuronetics, Inc.*	111,000		498,390
NewLink Genetics Corp.*+	105,700		267,421
NovaBay Pharmaceuticals, Inc.*	25,000		16,000
Novan, Inc.*+	60,000		189,600
Novavax, Inc.*+	39,700		158,006
Oncocyte Corp.*	175,000		393,750
Organovo Holdings, Inc.*	129,676		46,126
Otonomy, Inc.*	104,800		401,384
Ovid therapeutics, Inc.*+	175,000		726,250
Owens & Minor, Inc.	100,000		517,000
Pacific Biosciences of California, Inc.*	275,200		1,414,528
Palatin Technologies, Inc.*	696,000		544,411
Paratek Pharmaceuticals, Inc.*+	95,000		382,850
Pfenex, Inc.*	94,500		1,037,610
PhaseBio Pharmaceuticals, Inc.*+	122,000		745,420

Industry     Company	Shares	Value
Health Care (continued)
Protagonist Therapeutics, Inc.*	88,344	$	622,825
Proteostasis Therapeutics, Inc.*+	120,000		273,600
Rockwell Medical, Inc.*+	53,100		129,564
RTI Surgical Holdings, Inc.*	21,000		57,540
Savara, Inc.*+	115,000		515,200
scPharmaceuticals, Inc.*+	50,000		283,000
SCYNEXIS, Inc.*	150,000		136,500
SeaSpine Holdings Corp.*	30,613		367,662
Selecta Biosciences, Inc.*	163,100		388,178
Sesen Bio, Inc.*	350,000		364,000
Solid Biosciences, Inc.*+	46,000		204,700
Spero Therapeutics, Inc.*	59,979		576,698
Surface Oncology, Inc.*	98,100		184,428
Sutro Biopharma, Inc.*	48,800		536,800
Syndax Pharmaceuticals, Inc.*	35,000		307,300
Synlogic, Inc.*	193,000		497,940
Syros Pharmaceuticals, Inc.*	10,000		69,100
T2 Biosystems, Inc.*+	125,000		146,250
Tracon Pharmaceuticals, Inc.*+	6,000		14,040
Trevena, Inc.*	150,000		126,135
Trevi Therapeutics, Inc.*+	60,000		225,000
Unum Therapeutics, Inc.*	45,000		32,409
Utah Medical Products, Inc.	9,800		1,057,420
Verastem, Inc.*+	229,000		306,860
VIVUS, Inc.*	52,200		141,984
VolitionRX, Ltd.*+	195,000		924,300
XOMA Corp.*+	23,149		631,968
Xtant Medical Holdings, Inc.*+	50,000		80,000
Zynerba Pharmaceuticals, Inc.*+	91,300		551,452
			58,264,933
Industrials - 9.97%
Acacia Research Corp.*	211,800		563,388
Acme United Corp.	6,335		150,710
AeroCentury Corp.*+	10,900		49,050
Alpha Pro Tech, Ltd.*	66,200		227,066
American Superconductor Corp.*	45,100		354,035
AMREP Corp.*	28,900		172,822
ARC Document Solutions, Inc.*	196,419		273,022
Armstrong Flooring, Inc.*	44,900		191,723
Avalon Holdings Corp., Class A*	12,675		24,336

  30 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Industrials (continued)
Babcock & Wilcox Enterprises, Inc.*+	155,000	$	564,200
BG Staffing, Inc.	28,900		632,621
BlueLinx Holdings, Inc.*+	35,600		507,300
Charah Solutions, Inc.*	61,900		151,036
Chicago Rivet & Machine Co.	10,000		257,972
Commercial Vehicle Group, Inc.*	100,100		635,635
CompX International, Inc.	3,200		46,688
CPI Aerostructures, Inc.*	39,700		267,181
Eastern Co. (The)	21,200		647,236
Ecology and Environment, Inc., Class A	13,000		201,500
Espey Manufacturing & Electronics Corp.+	10,700		231,120
ExOne Co. (The)*+	48,300		360,318
FreightCar America, Inc.*	50,000		103,500
Fuel Tech, Inc.*	49,228		45,880
Gencor Industries, Inc.*	44,450		518,732
Goldfield Corp. (The)*	108,080		383,684
GP Strategies Corp.*	21,887		289,565
Graham Corp.	35,900		785,492
HC2 Holdings, Inc.*+	38,000		82,460
Hill International, Inc.*	176,351		557,269
Houston Wire & Cable Co.*	57,100		251,811
Hudson Global, Inc.*	10,942		130,757
Hurco Cos., Inc.	23,734		910,436
InnerWorkings, Inc.*	123,808		682,182
Innovative Solutions & Support, Inc.*	80,400		469,536
LB Foster Co., Class A*	29,600		573,648
LSI Industries, Inc.	88,000		532,400
Mastech Digital, Inc.*	37,000		409,590
Mesa Air Group, Inc.*	60,000		536,400
NL Industries, Inc.*	48,100		188,071
Orion Group Holdings, Inc.*	80,000		415,200
PAM Transportation Services, Inc.*	11,108		641,043
Patriot Transportation Holding, Inc.*	30,871		601,367
Performant Financial Corp.*	205,000		209,100
Perma-Pipe International Holdings, Inc.*	61,600		577,808
PICO Holdings, Inc.*	75,000		834,000
RCM Technologies, Inc.*	80,710		242,130
Servotronics, Inc.	15,653		157,469
SIFCO Industries, Inc.*	16,024		63,295
Titan International, Inc.	194,600		704,452
Transcat, Inc.*	24,800		790,128
Twin Disc, Inc.*	49,600		546,592

Industry     Company	Shares	Value
Industrials (continued)
Ultralife Corp.*	52,400	$	387,236
US Xpress Enterprises, Inc., Class A*+	50,000		251,500
USA Truck, Inc.*	30,600		227,970
Virco Manufacturing Corp.	16,800		71,232
Volt Information Sciences, Inc.*	125,000		310,000
Willis Lease Finance Corp.*	9,720		572,605
			21,563,499
Information Technology - 8.79%
Amtech Systems, Inc.*	46,500		332,940
Applied Optoelectronics, Inc.*+	20,000		237,600
AstroNova, Inc.	32,800		450,016
Aviat Networks, Inc.*	22,086		310,308
Aware, Inc.*	74,579		250,585
AXT, Inc.*	134,006		582,926
Bel Fuse, Inc., Class B	21,000		430,500
BK Technologies Corp.	163,744		507,606
Blonder Tongue Laboratories, Inc.*	20,000		15,200
Clearfield, Inc.*	41,600		579,904
Communications Systems, Inc.	37,200		229,524
Computer Task Group, Inc.*	69,800		361,564
CSP, Inc.	34,700		452,835
CyberOptics Corp.*	17,550		322,569
Eastman Kodak Co.*+	133,900		622,635
EMCORE Corp.*	104,702		318,294
Everspin Technologies, Inc.*+	41,400		217,764
Frequency Electronics, Inc.*	16,000		163,360
GlobalSCAPE, Inc.	49,880		490,320
GSI Technology, Inc.*	101,417		719,047
IEC Electronics Corp.*	43,450		394,960
Information Services Group, Inc.*	171,000		432,630
Innodata, Inc.*	85,955		97,989
Intellicheck, Inc.*+	49,700		372,253
Intelligent Systems Corp.*	5,300		211,682
Internap Corp.*	95,000		104,500
inTEST Corp.*	30,600		182,070
Intevac, Inc.*	75,000		529,500
Issuer Direct Corp.*	25,000		292,250
Key Tronic Corp.*	57,100		310,624
KVH Industries, Inc.*	56,510		628,956
MagnaChip Semiconductor Corp.*	50,000		580,500
MicroVision, Inc.*	100,000		72,000

  bridgeway.com 31

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Information Technology (continued)
Net 1 UEPS Technologies, Inc.*	152,000	$	565,440
Network-1 Technologies, Inc.	115,000		250,700
Optical Cable Corp.*+	20,100		65,325
PC-Tel, Inc.	63,100		534,457
Perceptron, Inc.*	30,800		169,400
Pixelworks, Inc.*	158,900		622,888
Powerfleet, Inc.*+	33,000		214,830
PRGX Global, Inc.*	79,216		389,743
QAD, Inc., Class B	6,250		230,562
RealNetworks, Inc.*	107,200		128,640
RF Industries, Ltd.+	53,900		364,364
Richardson Electronics, Ltd.	99,011		557,432
Seachange International, Inc.*	93,700		392,603
ServiceSource International, Inc.*	200,000		334,000
SMTC Corp.*+	102,434		347,251
Sonim Technologies, Inc.*+	76,800		278,784
Steel Connect, Inc.*	193,800		282,948
Synacor, Inc.*	142,400		216,448
TESSCO Technologies, Inc.	31,700		355,674
TransAct Technologies, Inc.	30,000		329,100
Trio-Tech International*	26,800		106,932
Veritone, Inc.*+	50,000		124,500
Wayside Technology Group, Inc.	10,298		166,828
Wireless Telecom Group, Inc.*	113,100		161,733
			18,995,993
Materials - 2.90%
Advanced Emissions
Solutions, Inc.+	62,075		651,788
AgroFresh Solutions, Inc.*+	157,200		405,576
Ampco-Pittsburgh Corp.*	50,000		150,500
Core Molding Technologies, Inc.*	28,700		93,275
Flexible Solutions International, Inc.	45,707		117,467
Flotek Industries, Inc.*	150,000		300,000
Friedman Industries, Inc.	54,000		325,080
Gold Resource Corp.	111,400		617,156
Gulf Resources, Inc.*	284,800		145,276
LSB Industries, Inc.*	76,100		319,620
Northern Technologies International Corp.	27,900		392,274
Olympic Steel, Inc.	38,400		688,128
Paramount Gold Nevada Corp.*	40,000		30,936
Ramaco Resources, Inc.*	139,800		500,484

Industry     Company	Shares	Value
Materials (continued)
Synalloy Corp.*	43,500	$	561,585
Trecora Resources*	72,400		517,660
Universal Stainless & Alloy Products, Inc.*	30,858		459,784
			6,276,589
Real Estate - 1.72%
American Realty Investors, Inc.*	1,697		29,070
Consolidated-Tomoka Land Co.	11,247		678,419
Griffin Industrial Realty, Inc.	16,905		668,593
Maui Land & Pineapple Co., Inc.*	80,700		907,875
Stratus Properties, Inc.*	37,150		1,150,907
Trinity Place Holdings, Inc.*+	91,100		274,211
			3,709,075
Utilities - 0.56%
Genie Energy, Ltd.,
Class B+	48,667		376,196
RGC Resources, Inc.	15,259		436,102
Spark Energy, Inc., Class A	43,000		396,890
			1,209,188
TOTAL COMMON STOCKS - 99.85%			215,884,527
(Cost $ 186,629,166)
EXCHANGE TRADED FUND - 0.30%
iShares Micro-Cap ETF+	6,525		649,172
TOTAL EXCHANGE TRADED FUND - 0.30%			649,172
(Cost $ 163,006)
RIGHTS - 0.00%
Elanco Animal Health, Inc., CVR, expiring 12/30/21*D	46,983		—
OncoMed Pharmaceuticals, Inc., CVR, expiring 12/31/49*D	125,000		—
OncoMed Pharmaceuticals, Inc., CVR, expiring 12/31/49*D	75,000		—
TOTAL RIGHTS - 0.00%			—
(Cost $ 35,062)

  32 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company			Shares		Value
WARRANTS - 0.00%
SAExploration Series A, expire 07/27/21*D			848		$—
SAExploration Series B, expire 07/27/21*D			848		—
TOTAL WARRANTS - 0.00%					—
(Cost $ — )
	Rate^		Shares		Value
MONEY MARKET FUND - 0.11%
Fidelity Investments Money Market Government Portfolio Class I	1.49	%	227,753		227,753
TOTAL MONEY MARKET FUND - 0.11%					227,753
(Cost $227,753)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.10%
Fidelity Investments Money Market Government Portfolio Class I**	1.49	%	21,847,383		21,847,383
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING -10.10%					21,847,383
(Cost $21,847,383)
TOTAL INVESTMENTS - 110.36%				$	238,608,835
(Cost $208,902,370)
Liabilities in Excess of Other Assets - (10.36%)					(22,401,858	)
NET ASSETS - 100.00%				$	216,206,977

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

^ Rate disclosed as of December 31, 2019.

D Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan at December 31, 2019. Total loaned securities had a value of $23,625,032, which included loaned securities with value of $184,240 that have been sold and are pending settlement as of December 31, 2019. The total market value of loaned securities excluding these pending sales is $23,440,791. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Rights

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Industrials	$	21,361,999	$	201,500	$	—	$	21,563,499
Other Industries (a)		194,321,028		—		—		194,321,028
Total Common Stock		215,683,027		201,500		—		215,884,527
Exchange Traded Fund		649,172		—		—		649,172
Rights		—		—		0		0
Warrants		—		—		0		0
Money Market Fund		—		227,753		—		227,753
Investments Purchased with Cash Proceeds from Securities Lending		—		21,847,383		—		21,847,383
TOTAL	$	216,332,199	$	22,276,636	$	0	$	238,608,835

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

  bridgeway.com 33

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +11.03%, slightly underperforming our primary market benchmark, the Russell 2000 Growth Index (+11.39%), but outperforming our peer benchmark, the Lipper Small-Cap Growth Funds Index (+8.40%). It was a strong quarter on an absolute basis, but a mixed one on a relative basis.

For the calendar year, our Fund returned +15.10%, lagging both the Russell 2000 Growth Index (+28.48%) and the Lipper Small-Cap Growth Funds Index (+30.31%). The Fund lags our benchmarks across the longer five-year, 10-year, 15-year, and inception-to-date periods as well.

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

									Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years			15 Years			Since Inception (10/31/03)
Small-Cap Growth Fund		11.03%		4.53%		15.10%		8.29%		11.22	%		6.32	%		6.74	%
Russell 2000 Growth Index		11.39%		6.75%		28.48%		9.34%		13.01	%		8.81	%		9.29	%
Lipper Small-Cap Growth Funds Index		8.40%		4.17%		30.31%		10.81%		12.89	%		8.51	%		8.75	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Growth Index is an unmanaged index that consists of stocks in the Russell 2000 Index with higher price-to-book ratios and higher forecasted growth values with dividends reinvested. The Lipper Small-Cap Growth Funds Index is an index of small-company, growth-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

34 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception October 31, 2003 to December 31, 2019

Detailed Explanation of Quarterly Performance

The Fund’s company financial health and price momentum models lagged the benchmark during the quarter, which weighed on relative results. This negative impact was partly offset by outperformance from the Fund’s value metrics models. The Fund’s greater-than-benchmark exposure to core stocks (as measured by multiple valuation metrics) detracted from relative results. In contrast, the Fund’s tilt toward smaller stocks in the small-cap growth universe improved relative performance.

From a sector perspective, the Fund’s allocation effect was negative. An underweighting in the Health Care sector and an overweighting in the Real Estate sector detracted the most from relative results. However, the Fund’s stock selection effect was positive, largely driven by the performance of holdings in the Materials and Consumer Discretionary sectors.

Detailed Explanation of Calendar Year Performance

All three of the Fund’s model categories underperformed the benchmark during the year. The Fund’s greater-than-benchmark exposure to core stocks (as measured by multiple valuation metrics) also detracted from relative returns, as did its tilt toward smaller stocks in the small-cap growth universe.

From a sector perspective, the Fund’s allocation effect was negative. Overweightings in the Energy and Materials sectors and an underweighting in the Real Estate sector detracted the most from relative results. The Fund’s stock selection effect was significantly negative, with holdings in the Health Care and Information Technology sectors weighing most heavily on relative performance.

bridgeway.com 35

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	Crocs, Inc.	Consumer Discretionary		1.6%
2	TTEC Holdings, Inc.	Information Technology		1.6%
3	ACI Worldwide, Inc.	Information Technology		1.6%
4	AMN Healthcare Services, Inc.	Health Care		1.6%
5	Forterra, Inc.	Materials		1.5%
6	OSI Systems, Inc.	Information Technology		1.5%
7	Cimpress PLC	Industrials		1.5%
8	Hanger, Inc.	Health Care		1.5%
9	R1 RCM, Inc.	Health Care		1.5%
10	Castlight Health, Inc., Class B	Health Care		1.5%
	Total			15.4%

Industry Sector Representation as of December 31, 2019

	% of Net Assets			% of Russell 2000 Growth Index			Difference
Communication Services		4.7	%		2.4	%		2.3%
Consumer Discretionary		14.9	%		12.0	%		2.9%
Consumer Staples		2.8	%		3.3	%		-0.6%
Energy		0.8	%		0.6	%		0.2%
Financials		7.3	%		5.8	%		1.5%
Health Care		27.9	%		30.5	%		-2.6%
Industrials		16.0	%		18.9	%		-2.9%
Information Technology		15.0	%		17.3	%		-2.3%
Materials		2.7	%		3.1	%		-0.4%
Real Estate		7.7	%		4.6	%		3.1%
Utilities		0.8	%		1.5	%		-0.7%
Liabilities in Excess of Other Assets		-0.6	%		0.0	%		-0.6%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

36 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Small-Cap Growth Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgeway.com 37

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
COMMON STOCKS - 100.56%
Communication Services - 4.66%
Anterix, Inc.*	12,100	$	522,841
Liberty Media Corp.-Liberty Braves, Class C*	5,300		156,562
Meredith Corp.+	15,800		513,026
TechTarget, Inc.*	18,700		488,070
			1,680,499
Consumer Discretionary - 14.92%
America’s Car-Mart, Inc.*	5,000		548,300
Asbury Automotive Group, Inc.*	4,300		480,697
Bloomin’ Brands, Inc.	17,900		395,053
Boot Barn Holdings, Inc.*	8,500		378,505
Cheesecake Factory, Inc. (The)+	7,400		287,564
Crocs, Inc.*	13,600		569,704
Dave & Buster’s Entertainment, Inc.+	11,900		478,023
Hibbett Sports, Inc.*+	10,600		297,224
LCI Industries	2,900		310,677
LGI Homes, Inc.*	6,200		438,030
Rent-A-Center, Inc.	4,600		132,664
RH*+	2,400		512,400
Standard Motor Products, Inc.	10,300		548,166
			5,377,007
Consumer Staples - 2.75%
Coca-Cola Consolidated, Inc.	1,100		312,455
John B. Sanfilippo & Son, Inc.	5,900		538,552
Performance Food Group Co.*	2,700		138,996
`			990,003
Energy - 0.82%
DMC Global, Inc.+	6,600		296,604
Financials - 7.33%
Curo Group Holdings Corp.*+	42,000		511,560
Elevate Credit, Inc.*	27,000		120,150
Enova International, Inc.*	21,800		524,508
Enstar Group, Ltd.*	2,500		517,150
Moelis & Co., Class A	3,400		108,528
Mr Cooper Group, Inc.*	18,200		227,682
Seacoast Banking Corp of Florida*	3,000		91,710
Selective Insurance Group, Inc.	8,300		541,077
			2,642,365

Industry     Company	Shares	Value
Health Care - 27.92%
American Renal Associates Holdings, Inc.*	42,000	$	435,540
AMN Healthcare Services, Inc.*	9,000		560,791
BioSpecifics Technologies Corp.*	9,500		540,930
Castlight Health, Inc., Class B*	413,900		550,487
Catasys, Inc.*+	10,800		176,148
Conformis, Inc.*	70,600		105,900
Cutera, Inc.*	6,600		236,346
Cymabay Therapeutics, Inc.*	277,600		544,096
Genesis Healthcare, Inc.*	327,700		537,428
GlycoMimetics, Inc.*	97,000		513,130
Haemonetics Corp.*	3,800		436,620
Hanger, Inc.*	20,000		552,200
Innoviva, Inc.*	37,400		529,584
Joint Corp. (The)*	19,500		314,730
Lantheus Holdings, Inc.*	4,700		96,397
Misonix, Inc.*+	7,800		145,158
National Research Corp.	8,200		540,708
Omnicell, Inc.*	6,500		531,180
Providence Service Corp. (The)*	8,200		485,276
R1 RCM, Inc.*	42,500		551,650
Savara, Inc.*+	84,200		377,216
Select Medical Holdings Corp.*	23,000		536,820
Simulations Plus, Inc.	8,400		244,188
Tactile Systems Technology, Inc.*+	7,700		519,827
			10,062,350
Industrials - 15.97%
Allegiant Travel Co.	3,000		522,120
Atkore International Group, Inc.*	12,900		521,934
Brink’s Co. (The)	3,200		290,176
Cimpress PLC*	4,400		553,388
Comfort Systems USA, Inc.	6,300		314,055
Harsco Corp.*	13,600		312,936
Lawson Products, Inc.*	5,200		270,920
MasTec, Inc.*+	8,100		519,696
Meritor, Inc.*	18,600		487,134
Miller Industries, Inc.	9,600		356,448
Patrick Industries, Inc.	5,000		262,150
Radiant Logistics, Inc.*	97,000		540,290
Tetra Tech, Inc.	6,300		542,808
Willis Lease Finance Corp.*	4,400		259,204
			5,753,259

  38 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Information Technology - 15.01%
ACI Worldwide, Inc.*	14,900	$	564,486
Alarm.com Holdings, Inc.*+	8,200		352,354
Avid Technology, Inc.*	60,800		521,664
InterDigital, Inc.	8,800		479,512
Itron, Inc.*	6,500		545,675
MAXIMUS, Inc.	3,700		275,243
MicroStrategy, Inc., Class A*	3,300		470,679
OSI Systems, Inc.*	5,500		554,070
Plantronics, Inc.+	19,900		544,066
TTEC Holdings, Inc.	14,300		566,566
Unisys Corp.*	45,200		536,072
			5,410,387
Materials - 2.70%
Forterra, Inc.*	48,300		558,348
Verso Corp., Class A*	22,900		412,887
			971,235
Real Estate - 7.72%
American Assets Trust, Inc.	5,700		261,630
Bluerock Residential Growth REIT, Inc.	24,000		289,200
EastGroup Properties, Inc.	1,300		172,471
Four Corners Property Trust, Inc.	18,500		521,515
Innovative Industrial Properties, Inc.+	7,100		538,677
NexPoint Residential Trust, Inc.	10,900		490,500
Terreno Realty Corp.	9,400		508,916
			2,782,909
Utilities - 0.76%
Spark Energy, Inc., Class A	29,800		275,054
TOTAL COMMON STOCKS - 100.56%			36,241,672
(Cost $32,234,929)

	Rate^	Shares	Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.11%
Fidelity Investments Money Market Government Portfolio Class I**	1.49%	1,840,670	$	1,840,670
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.11%				1,840,670
(Cost $ 1,840,670)
TOTAL INVESTMENTS - 105.67%			$	38,082,342
(Cost $ 34,075,599)
Liabilities in Excess of Other Assets - (5.67%)				(2,041,770	)
NET ASSETS - 100.00%			$	36,040,572

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

^ Rate disclosed as of December 31, 2019.

+ This security or a portion of the security is out on loan as of December 31, 2019. Total loaned securities had a value of $5,569,155 as of December 31, 2019. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	36,241,672	$	—	$	—	$	36,241,672
Investments Purchased with Cash Proceeds from Securities Lending		—		1,840,670		—		1,840,670
TOTAL	$	36,241,672	$	1,840,670	$	—	$	38,082,342

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

  bridgeway.com 39

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +6.47%, underperforming our primary market benchmark, the Russell 2000 Value Index (+8.49%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+8.01%). It was a positive quarter on an absolute basis, but a poor one on a relative basis.

For the calendar year, our Fund returned +14.98%, trailing both the Russell 2000 Value Index (+22.39%) and the Lipper Small-Cap Value Funds Index (+21.81%). We lag our primary market and peer benchmarks in the longer five-year, 10-year, 15-year, and inception-to-date periods as well.

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years			15 Years			Since Inception (10/31/03)
Small-Cap Value Fund		6.47%		8.10%		14.98%		4.22%		9.45	%		6.14	%		6.91	%
Russell 2000 Value Index		8.49%		7.87%		22.39%		6.99%		10.56	%		6.92	%		8.23	%
Lipper Small-Cap Value Funds Index		8.01%		7.39%		21.81%		5.81%		9.84	%		6.96	%		8.21	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values with dividends reinvested. The Lipper Small-Cap Value Funds Index is an index of small-company, value-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

40 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception October 31, 2003 to December 31, 2019

Detailed Explanation of Quarterly Performance

All three of the Fund’s model categories underperformed the benchmark during the quarter and detracted from relative results. This underperformance was partly offset by the Fund’s tilt toward smaller stocks in the small-cap value universe, which improved relative results. The impact of the Fund’s tilt toward deeper value stocks across multiple valuation metrics was mixed during the quarter.

From a sector perspective, the Fund’s allocation effect was positive, with underweightings in the Utilities and Communication Services sectors adding the most to relative results. The Fund’s stock selection effect was significantly negative, however, with holdings in the Health Care and Financials sectors detracting the most from relative performance.

Detailed Explanation of Calendar Year Performance

For the calendar year, the Fund’s core value metrics models and diversifying price momentum model lagged the benchmark and detracted from relative results. However, the Fund’s company financial health models outperformed the benchmark and offset some of that negative impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also weighed on relative performance during the 12-month period, as did its tilt toward smaller stocks in the small-cap value universe.

From a sector perspective, the Fund’s allocation effect was negative. Underweightings in the Information Technology and Real Estate sectors, along with an overweighting in the Health Care sector, particularly hurt relative results. The Fund’s stock selection effect also was negative, primarily due to poor performance from holdings in the Financials, Energy, and Materials sectors.

bridgeway.com 41

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	TherapeuticsMD, Inc.	Health Care		1.7%
2	Piper Sandler Cos.	Financials		1.6%
3	Gladstone Commercial Corp.	Real Estate		1.6%
4	Hibbett Sports, Inc.	Consumer Discretionary		1.5%
5	OFG Bancorp	Financials		1.5%
6	Standard Motor Products, Inc.	Consumer Discretionary		1.5%
7	TTM Technologies, Inc.	Information Technology		1.5%
8	Brady Corp., Class A	Industrials		1.5%
9	National Western Life Group, Inc., Class A	Financials		1.5%
10	Aircastle, Ltd.	Industrials		1.5%
	Total			15.4%

Industry Sector Representation as of December 31, 2019

	% of Net Assets			% of Russell 2000 Value Index			Difference
Communication Services		0.0	%		2.2	%		-2.2%
Consumer Discretionary		13.4	%		9.7	%		3.7%
Consumer Staples		2.6	%		2.7	%		-0.1%
Energy		5.0	%		5.8	%		-0.8%
Financials		31.3	%		30.2	%		1.1%
Health Care		5.3	%		5.4	%		-0.1%
Industrials		12.9	%		12.7	%		0.2%
Information Technology		9.1	%		9.6	%		-0.5%
Materials		4.2	%		4.7	%		-0.5%
Real Estate		14.0	%		11.1	%		2.9%
Utilities		2.2	%		5.9	%		-3.7%
Cash & Other Assets		0.0	%		0.0	%		0.0%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

42 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgeway.com 43

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
COMMON STOCKS - 99.97%
Consumer Discretionary - 13.37%
American Axle & Manufacturing Holdings, Inc.*	35,900	$	386,284
Barnes & Noble Education, Inc.*	67,900		289,933
Caleres, Inc.	11,900		282,625
Chico’s FAS, Inc.	153,000		582,930
Dana, Inc.	25,100		456,820
GameStop Corp., Class A+	40,700		247,456
Hibbett Sports, Inc.*+	24,400		684,176
JC Penney Co., Inc.*+	120,100		134,512
K12, Inc.*	5,700		115,995
Meritage Homes Corp.*	2,500		152,775
Michaels Cos., Inc. (The)*+	39,600		320,364
Murphy USA, Inc.*	4,200		491,400
Office Depot, Inc.	154,300		422,782
Shoe Carnival, Inc.+	17,100		637,488
Standard Motor Products, Inc.	12,800		681,216
			5,886,756
Consumer Staples - 2.64%
Ingles Markets, Inc., Class A	9,100		432,341
Tootsie Roll Industries, Inc.+	6,400		218,496
United Natural Foods, Inc.*+	58,500		512,460
			1,163,297
Energy - 5.04%
Arch Coal, Inc., Class A+	7,900		566,746
Callon Petroleum Co.*+	132,800		641,424
Laredo Petroleum, Inc.*	127,600		366,212
World Fuel Services Corp.	14,800		642,616
			2,216,998
Financials - 31.30%
Argo Group International Holdings, Ltd.	10,135		666,376
Banner Corp.	11,700		662,103
Brookline Bancorp, Inc.	8,000		131,680
City Holding Co.	2,800		229,460
CVB Financial Corp.	16,000		345,280
Enstar Group, Ltd.*+	3,200		661,952
Essent Group, Ltd.	12,800		665,472
First BanCorp Puerto Rico	46,800		495,612
Flagstar Bancorp, Inc.	5,300		202,725
Fulton Financial Corp.	31,500		549,045
GAMCO Investors, Inc., Class A	14,200		276,758
Hancock Whitney Corp.+	2,591		113,693
HarborOne Bancorp, Inc.*	37,300		409,927
HomeStreet, Inc.*	8,100		275,400

Industry     Company	Shares	Value
Financials (continued)
Independence Holding Co.	15,500	$	652,240
INTL. FCStone, Inc.*	3,100		151,373
James River Group Holdings, Ltd.	15,800		651,118
LCNB Corp.	9,500		183,350
National General Holdings Corp.	30,100		665,210
National Western Life Group, Inc., Class A	2,300		669,024
OFG Bancorp	28,900		682,329
Oppenheimer Holdings, Inc., Class A	13,750		377,850
Piper Sandler Cos.	8,700		695,478
Provident Financial Services, Inc.	11,800		290,870
Republic First Bancorp, Inc.*	126,200		527,516
Selective Insurance Group, Inc.	6,200		404,178
Stifel Financial Corp.	8,600		521,590
Towne Bank	10,600		294,892
TriCo Bancshares	3,200		130,592
Walker & Dunlop, Inc.	10,200		659,736
Waterstone Financial, Inc.	8,300		157,949
Western New England Bancorp, Inc.	39,000		375,570
			13,776,348
Health Care - 5.31%
AMAG Pharmaceuticals, Inc.*+	53,800		654,746
Lannett Co., Inc.*+	29,700		261,954
Meridian Bioscience, Inc.	34,000		332,180
Owens & Minor, Inc.	46,000		237,820
RTI Surgical Holdings, Inc.*	40,700		111,518
TherapeuticsMD, Inc.*+	304,900		737,858
			2,336,076
Industrials - 12.87%
ABM Industries, Inc.+	17,000		641,070
Aircastle, Ltd.	20,900		669,009
BMC Stock Holdings, Inc.*	8,300		238,127
Brady Corp., Class A	11,700		669,942
EMCOR Group, Inc.	3,500		302,050
Hawaiian Holdings, Inc.+	13,400		392,486
InnerWorkings, Inc.*	20,500		112,955
Kimball International, Inc., Class B	31,400		649,038
Pitney Bowes, Inc.+	38,900		156,767
SkyWest, Inc.	10,200		659,226
Titan Machinery, Inc.*	24,500		362,110
TriMas Corp.*	6,200		194,742

  44 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry     Company	Shares	Value
Common Stocks (continued)
Industrials (continued)
Triton International, Ltd./Bermuda	10,000	$	402,000
Willis Lease Finance Corp.*	3,700		217,967
			5,667,489
Information Technology - 9.07%
Amkor Technology, Inc.*	49,700		646,100
Cardtronics PLC, Class A*	7,000		312,550
PDF Solutions, Inc.*	30,500		515,145
Sanmina Corp.*	17,400		595,776
Sykes Enterprises, Inc.*	15,900		588,141
Tech Data Corp.*	4,600		660,560
TTM Technologies, Inc.*+	44,800		674,240
			3,992,512
Materials - 4.23%
Innospec, Inc.	4,800		496,512
Stepan Co.	4,800		491,712
Verso Corp., Class A*	18,400		331,752
Warrior Met Coal, Inc.	25,700		543,041
			1,863,017
Real Estate - 13.95%
Armada Hoffler Properties, Inc.	32,600		598,210
First Industrial Realty Trust, Inc.	10,900		452,459
Gladstone Commercial Corp.	31,800		695,148
Industrial Logistics Properties Trust	19,597		439,365
Kennedy-Wilson Holdings, Inc.	3,500		78,050
Monmouth Real Estate Investment Corp.	44,300		641,464
National Health Investors, Inc.	6,600		537,768
Physicians Realty Trust	27,800		526,532
Piedmont Office Realty Trust, Inc., Class A	16,100		358,064
Realogy Holdings Corp.+	66,400		642,752
Retail Opportunity Investments Corp.	20,600		363,796
STAG Industrial, Inc.	11,800		372,526
Terreno Realty Corp.	8,000		433,120
			6,139,254
Utilities - 2.19%
Atlantic Power Corp.*	257,800		600,674

Industry     Company		Shares	Value
Utilities (continued)
Southwest Gas Holdings, Inc.		4,800	$	364,656
				965,330
TOTAL COMMON STOCKS - 99.97%				44,007,077
(Cost $41,566,928)
	Rate^	Shares	Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I	1.49%	768		768
TOTAL MONEY MARKET FUND - 0.00%				768
(Cost $768)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.75%
Fidelity Investments Money Market Government Portfolio Class I**	1.49%	3,409,392		3,409,392
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING -7.75%				3,409,392
(Cost $3,409,392)
TOTAL INVESTMENTS - 107.72%			$	47,417,237
(Cost $44,977,088)
Liabilities in Excess of Other Assets - (7.72%)				(3,396,600	)
NET ASSETS - 100.00%			$	44,020,637

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

^ Rate disclosed as of December 31, 2019.

+ This security or a portion of the security is out on loan at December 31, 2019. Total loaned securities had a value of $6,941,242, which included loaned securities with a value of $40,115 that have been sold and are pending settlement as of December 31, 2019. The total market value of loaned securities excluding these pending sales is $6,901,127. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

  bridgeway.com 45

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs	Total
Common Stocks	$	44,007,077	$	—	$—	$	44,007,077
Money Market Fund		—		768	—		768
Investments Purchased with Cash Proceeds from Securities Lending		—		3,409,392	—		3,409,392
TOTAL	$	44,007,077	$	3,410,160	$—	$	47,417,237

See Notes to Financial Statements.

  46 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Blue Chip Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +8.01%, underperforming our primary market benchmark, the S&P 500 Index (+9.07%), our peer benchmark, the Lipper Large-Cap Core Funds Index (+8.89%), and the Russell Top 50 Mega Cap Index (+10.46%). It was a good quarter on an absolute basis, but a poor one on a relative basis.

For the calendar year, our Fund returned +31.05%, slightly trailing the S&P 500 Index (+31.49%) and the Russell Top 50 Mega Cap Index (+32.86%) but outperforming the Lipper Large-Cap Core Funds Index (+29.00%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

									Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Blue Chip Fund		8.01%		10.68%		31.05%		12.07%		13.06%		8.77%		7.87%
S&P 500 Index		9.07%		10.92%		31.49%		11.70%		13.56%		9.00%		7.60%
Russell Top 50 Mega Cap Index		10.46%		12.33%		32.86%		12.77%		13.27%		8.63%		6.81%
Lipper Large-Cap Core Funds  Index		8.89%		10.17%		29.00%		10.54%		12.17%		8.17%		6.73%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Lipper Large-Cap Core Funds Index reflects the aggregate record of domestic large-cap core mutual funds as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. Effective July 31, 2019, the Fund’s principal strategies were modified, as indicated in the Supplement dated May 31, 2019 to the Prospectus dated October 31, 2018.

bridgeway.com 47

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception July 31, 1997 to December 31, 2019

Detailed Explanation of Quarterly Performance

The Fund’s mega-cap design had a mixed impact during the quarter. The emphasis on more stable, blue-chip stocks detracted from relative results by underweighting higher-volatility stocks that performed well during the quarter. However, the Fund’s overweighting in the benchmark’s larger stocks modestly improved relative performance.

From a sector perspective, the Fund’s allocation effect was positive, largely driven by underweightings in the Real Estate and Utilities sectors. In contrast, the Fund’s stock selection effect was negative. Holdings in the Information Technology, Consumer Discretionary, and Industrials sectors detracted the most from relative returns.

Detailed Explanation of Calendar Year Performance

Underperformance during the fourth quarter is largely responsible for dragging down the Fund’s relative returns for the year. Outside of that period, though, the Fund’s design features worked well. The impact of the Fund’s tilt toward mega-cap stocks was modestly positive during the 12-month period. Likewise, disciplined rebalancing to maintain the Fund’s roughly equal weight design improved relative results.

From a sector perspective, the Fund’s allocation effect was positive. An underweighting in the Health Care sector and an overweighting in the Information Technology sector contributed the most to relative performance. However, the Fund’s stock selection effect was negative, largely driven by poor performance from holdings in the Health Care, Industrials, and Information Technology sectors.

48 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
MANAGER’S COMMENTARY (Unaudited) (continued)

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods. The table is intended to provide a frame of reference for size.

							Annualized
CRSP Decile1	Quarter		6 Months		1 Year		5 Years		10 Years		94 Years
1 (ultra-large)		9.73%		11.38%		31.05%		12.28%		13.56%		9.52%
2		7.01%		7.23%		31.55%		10.04%		13.69%		10.62%
3		8.42%		6.24%		28.39%		10.12%		13.73%		11.07%
4		7.43%		5.20%		31.01%		8.65%		12.68%		10.88%
5		7.92%		4.41%		22.86%		6.26%		11.57%		11.31%
6		10.16%		6.62%		24.32%		7.02%		12.04%		11.29%
7		11.36%		7.81%		29.47%		10.40%		13.89%		11.59%
8		14.36%		8.63%		21.95%		6.62%		11.67%		11.38%
9		14.56%		7.98%		22.04%		7.76%		11.81%		11.43%
10 (ultra-small)		12.55%		8.59%		25.87%		5.29%		10.33%		13.07%

¹  Performance figures are as of the period ended December 31, 2019. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

bridgeway.com 49

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
MANAGER’S COMMENTARY (Unaudited) (continued)

Contribution to Returns for Blue Chip Fund stocks for the calendar year December 31, 2019:

Rank	Company	Industry	% Contribution   to Return
1	Apple, Inc.	Information Technology		2.7%
2	Microsoft Corp.	Information Technology		2.1%
3	Visa, Inc., Class A	Information Technology		1.7%
4	Bank of America Corp.	Financials		1.6%
5	JPMorgan Chase & Co.	Financials		1.6%
6	Facebook, Inc. Class A	Communication Services		1.5%
7	QUALCOMM, Inc.	Information Technology		1.5%
8	Citigroup, Inc.	Financials		1.4%
9	Procter & Gamble Co. (The)	Consumer Staples		1.3%
10	AT&T, Inc.	Communication Services		1.1%
11	United Technologies Corp.	Industrials		1.1%
12	Walt Disney Co. (The)	Communication Services		0.9%
13	Comcast Corp., Class A	Communication Services		0.9%
14	Amazon.com, Inc.	Consumer Discretionary		0.9%
15	Home Depot, Inc. (The)	Consumer Discretionary		0.8%
16	Intel Corp.	Information Technology		0.8%
17	Walmart, Inc.	Consumer Staples		0.8%
18	International Business Machines Corp.	Information Technology		0.7%
19	United Parcel Service, Inc., Class B	Industrials		0.7%
20	PepsiCo, Inc.	Consumer Staples		0.7%
21	Merck & Co., Inc.	Health Care		0.6%
22	Oracle Corp.	Information Technology		0.6%
23	Alphabet, Inc., Class C	Communication Services		0.6%
24	Alphabet, Inc., Class A	Communication Services		0.6%
25	Wells Fargo & Co.	Financials		0.5%
26	Coca-Cola Co. (The)	Consumer Staples		0.5%
27	Cisco Systems, Inc.	Information Technology		0.5%
28	Chevron Corp.	Energy		0.4%
29	Johnson & Johnson	Health Care		0.4%
30	UnitedHealth Group, Inc.	Health Care		0.4%
31	McDonald’s Corp.	Consumer Discretionary		0.4%
32	Verizon Communications, Inc.	Communication Services		0.4%
33	Exxon Mobil Corp.	Energy		0.3%
34	Boeing Co. (The)	Industrials		0.3%
35	Berkshire Hathaway, Inc., Class B	Financials		0.3%
36	3M Co.	Industrials		0.0%
37	Pfizer, Inc.	Health Care		-0.2%

50 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
MANAGER’S COMMENTARY (Unaudited) (continued)

Industry Sector Representation as of December 31, 2019

	% of Net Assets		% of S&P 500 Index		Difference
Communication Services		16.7%		10.4%		6.3%
Consumer Discretionary		8.3%		9.8%		-1.5%
Consumer Staples		10.8%		7.2%		3.6%
Energy		4.8%		4.3%		0.5%
Financials		15.2%		13.0%		2.2%
Health Care		9.6%		14.2%		-4.6%
Industrials		9.6%		9.0%		0.6%
Information Technology		24.9%		23.2%		1.7%
Materials		0.0%		2.7%		-2.7%
Real Estate		0.0%		2.9%		-2.9%
Utilities		0.0%		3.3%		-3.3%
Cash & Other Assets		0.1%		0.0%		0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those concerning market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

The Fund is subject to significant market risk (volatility) and is not an appropriate investment for short-term investors. The Fund also exposes shareholders to “focus risk,” which may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

Conclusion

Thank you for your continued investment in Blue Chip Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgeway.com 51

Blue Chip Fund (Formerly, Blue Chip 35 Index Fund)
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares	Value
COMMON STOCKS - 99.87%
Communication Services - 16.75%
Alphabet, Inc., Class A*	8,180	$10,956,210
Alphabet, Inc., Class C*	8,209	10,975,597
AT&T, Inc.	341,505	13,346,015
Comcast Corp., Class A	295,650	13,295,381
Facebook, Inc., Class A*	88,500	18,164,625
Verizon Communications, Inc.	217,739	13,369,175
Walt Disney Co. (The)	93,050	13,457,822
		93,564,825
Consumer Discretionary - 8.29%
Amazon.com, Inc.*	10,550	19,494,712
Home Depot, Inc. (The)	61,400	13,408,532
McDonald’s Corp.	67,850	13,407,839
		46,311,083
Consumer Staples - 10.78%
Coca-Cola Co. (The)	241,714	13,378,870
PepsiCo, Inc.	97,375	13,308,241
Procter & Gamble Co. (The)	162,306	20,272,019
Walmart, Inc.	111,769	13,282,628
		60,241,758
Energy - 4.80%
Chevron Corp.	111,395	13,424,211
Exxon Mobil Corp.	192,287	13,417,787
		26,841,998
Financials - 15.18%
Bank of America Corp.	633,308	22,305,108
Berkshire Hathaway, Inc., Class B*	59,150	13,397,475
Citigroup, Inc.	168,000	13,421,520
JPMorgan Chase & Co.	159,495	22,233,603
Wells Fargo & Co.	250,159	13,458,554
		84,816,260
Health Care - 9.58%
Johnson & Johnson	91,712	13,378,029
Merck & Co., Inc.	146,735	13,345,548
Pfizer, Inc.	343,074	13,441,639
UnitedHealth Group, Inc.	45,450	13,361,391
		53,526,607
Industrials - 9.57%
3M Co.	75,600	13,337,352
Boeing Co. (The)	40,850	13,307,296
United Parcel Service, Inc., Class B	114,563	13,410,745
United Technologies Corp.	89,510	13,405,018
		53,460,411

Industry   Company	Shares	Value
Information Technology - 24.92%
Apple, Inc.	76,300	$ 22,405,495
Cisco Systems, Inc.	282,408	13,544,288
Intel Corp.	223,493	13,376,056
International Business Machines Corp.	100,517	13,473,299
Microsoft Corp.	141,245	22,274,336
Oracle Corp.	253,513	13,431,119
QUALCOMM, Inc.	215,900	19,048,857
Visa, Inc., Class A	115,450	21,693,055
		139,246,505
TOTAL COMMON STOCKS - 99.87% (Cost $ 261,078,406)		558,009,447
TOTAL INVESTMENTS - 99.87% (Cost $ 261,078,406)		$558,009,447
Other Assets in Excess of Liabilities - 0.13%		727,280
NET ASSETS - 100.00%		$558,736,727

* Non-income producing security.

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs	Level 3 Significant Unobservable Inputs	Total
Common Stocks (a)		$558,009,447	$—	$      —		$558,009,447
TOTAL		$558,009,447	$—	$      —		$558,009,447

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

  52 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +2.09%, underperforming our primary market benchmark, the S&P 500 Index (+9.07%) and our peer benchmark, the Lipper Balanced Funds Index (+5.12%). However, the Fund performed in line with its design during the quarter.

For the calendar year, our Fund returned +11.88%, underperforming the S&P 500 Index (+31.49%) and the Lipper Balanced Funds Index (+19.44%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

											Annualized
	Quarter		6 Months		1 Year			5 Years			10 Years		15 Years		Since Inception  (6/30/01)
Managed Volatility Fund		2.09%		3.18%		11.88	%		3.58	%		4.67%		3.76%		4.03	%
S&P 500 Index		9.07%		10.92%		31.49	%		11.70	%		13.56%		9.00%		7.52	%
Lipper Balanced Funds Index		5.12%		6.47%		19.44	%		6.76	%		8.12%		6.26%		5.84	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Lipper Balanced Funds Index is an index of balanced funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgeway.com 53

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception June 30, 2001 to December 31, 2019

Detailed Explanation of Quarterly Performance

For the quarter, the Fund fell short of its objective to capture at least 40% of the S&P 500 Index’s return. The portfolio’s futures component detracted from performance, contributing roughly -3.0% to the Fund’s return. This performance was in line with expectations for a rising equity market. The portfolio’s options component modestly improved performance, contributing 0.5% to the Fund’s return. The portfolio’s equities component contributed roughly 4.6% to the Fund’s return. Returns for the portfolio’s fixed-income component were essentially flat for the quarter.

The Fund had an annualized standard deviation of 4.49% during the quarter, which was 52% lower than the S&P 500’s annualized standard deviation of 9.38% during the same period.

Detailed Explanation of Calendar Year Performance

For the calendar year, the Managed Volatility Fund fell just short of our goal to capture at least 40% of the S&P 500 Index’s return. The portfolio’s futures component detracted from performance, contributing about -3.2% to the Fund’s return. This performance was in line with expectations during a year characterized by a strong rising equity market. The portfolio’s fixed-income component modestly helped performance, returning about 0.2%. The portfolio’s equities component made the largest positive contribution to performance, returning about 5.2%.

The Fund had an annualized standard deviation of 5.42% during the year, which was 57% lower than the S&P 500’s annualized standard deviation of 12.64% during the same period.

The Fund continues to perform as designed, particularly over longer time horizons. For the past 10 years and since inception, the Fund has captured roughly 34% and 54%, respectively, of the S&P 500 Index’s return. The Fund’s annualized standard deviation has been about 55% lower than the index’s for the last 10 years and since inception.

54 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Equity Holdings as of December 31, 2019

Rank	Description	Industry	% of Net     Assets
1	Micron Technology, Inc.	Information Technology	3.2%
2	Amazon.com, Inc.	Consumer Discretionary	1.8%
3	Apple, Inc.	Information Technology	1.7%
4	Berkshire Hathaway, Inc., Class B	Financials	1.5%
5	Microsoft Corp.	Information Technology	1.5%
6	Fair Isaac Corp.	Information Technology	1.2%
7	Alphabet, Inc., Class A	Communication Services	1.1%
8	Alphabet, Inc., Class C	Communication Services	1.1%
9	Eli Lilly & Co.	Health Care	1.1%
10	Public Storage	Real Estate	1.0%
	Total		15.4%

Industry Sector Representation as of December 31, 2019

Asset Type	% of Net     Assets
Common Stock	58.7%
Communication Services	5.0%
Consumer Discretionary	5.6%
Consumer Staples	3.6%
Energy	3.3%
Financials	8.6%
Health Care	8.0%
Industrials	4.7%
Information Technology	14.8%
Materials	1.3%
Real Estate	2.1%
Utilities	1.7%
U.S. Government Obligations	32.8%
Call Options Written	-1.6%
Put Options Written	-0.5%
Money Market Fund	5.5%
Cash & Other Assets	5.1%
Total	100%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options,

bridgeway.com 55

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. The Fund uses an option writing strategy in which the Fund may sell covered calls or secured put options. Options are subject to special risks and may not fully protect the Fund against declines in the value of its stocks. In addition, an option writing strategy limits the upside profit potential normally associated with stocks. Finally, the Fund’s fixed-income holdings are subject to three types of risk. Interest rate risk is the chance that bond prices overall will decline as interest rates rise. Credit risk is the chance that a bond issuer will fail to pay interest and principal. Prepayment risk is the chance that a mortgage-backed bond issuer will repay a higher yielding bond, resulting in a lower paying yield.

Conclusion

Thank you for your continued investment in Managed Volatility Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

56 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry  Company	Shares		Value
COMMON STOCKS - 58.73%
Communication Services - 5.04%
Alphabet, Inc., Class A*		260	$	348,241
Alphabet, Inc., Class C*		260		347,625
AT&T, Inc.#		3,140		122,711
CenturyLink, Inc.		1,200		15,852
Comcast Corp., Class A#		1,700		76,449
Discovery, Inc., Class C*		1,014		30,917
Facebook, Inc., Class A*#		1,300		266,825
Fox Corp., Class A		266		9,861
Omnicom Group, Inc.#		600		48,612
Verizon Communications, Inc.#		1,600		98,240
Walt Disney Co. (The)#		1,165		168,494
				1,533,827
Consumer Discretionary - 5.62%
Amazon.com, Inc.*		300		554,352
AutoZone, Inc.*		200		238,262
Carnival Corp.		300		15,249
Delphi Technologies PLC*		166		2,130
Dollar General Corp.		500		77,990
eBay, Inc.#		700		25,277
Ford Motor Co.		2,900		26,970
Hasbro, Inc.#		700		73,927
McDonald’s Corp.#		1,500		296,415
NIKE, Inc., Class B		600		60,786
Ross Stores, Inc.#		500		58,210
Starbucks Corp.		400		35,168
Target Corp.#		500		64,105
Wynn Resorts, Ltd.		200		27,774
Yum China Holdings, Inc.		500		24,005
Yum! Brands, Inc.#		1,300		130,949
				1,711,569
Consumer Staples - 3.58%
Archer-Daniels-Midland Co.		400		18,540
Campbell Soup Co.#		1,900		93,898
Coca-Cola Co. (The)		900		49,815
Colgate-Palmolive Co.		400		27,536
Constellation Brands, Inc., Class A		500		94,875
Costco Wholesale Corp.		300		88,176
General Mills, Inc.#		1,600		85,696
Hershey Co. (The)#		500		73,490
JM Smucker Co. (The)		400		41,652
Kimberly-Clark Corp.#		800		110,040
Kroger Co. (The)#		800		23,192
Mondelez International, Inc., Class A		1,200		66,096
PepsiCo, Inc.#		900		123,003
Procter & Gamble Co. (The)		800		99,920

Industry  Company	Shares		Value
Consumer Staples (continued)
Walmart, Inc.#		800	$	95,072
				1,091,001
Energy - 3.32%
Cabot Oil & Gas Corp.#		4,000		69,640
Chevron Corp.		1,278		154,012
ConocoPhillips#		1,287		83,694
Continental Resources, Inc.#		1,000		34,300
EOG Resources, Inc.#		3,500		293,160
Exxon Mobil Corp.		1,900		132,582
Halliburton Co.#		700		17,129
Kinder Morgan, Inc.		500		10,585
Marathon Petroleum Corp.#		1,700		102,425
Occidental Petroleum Corp.		205		8,448
Phillips 66		593		66,066
Valero Energy Corp.		400		37,460
				1,009,501
Financials - 8.58%
Allstate Corp. (The)		300		33,735
Ally Financial, Inc.#		1,000		30,560
American Express Co.#		600		74,694
Aon PLC		300		62,487
Bank of America Corp.#		1,100		38,742
Berkshire Hathaway, Inc., Class B*#		2,000		453,000
BlackRock, Inc.		300		150,810
Capital One Financial Corp.		400		41,164
Charles Schwab Corp. (The)		1,200		57,072
Chubb, Ltd.#		961		149,589
Citigroup, Inc.		1,310		104,656
Comerica, Inc.		300		21,525
Goldman Sachs Group, Inc. (The)#		500		114,965
Huntington Bancshares, Inc.		3,200		48,256
JPMorgan Chase & Co.		400		55,760
KeyCorp.		3,300		66,792
LPL Financial Holdings, Inc.#		1,000		92,250
Marsh & McLennan Cos., Inc.#		700		77,987
Morgan Stanley#		800		40,896
PNC Financial Services Group, Inc. (The)		500		79,815
Principal Financial Group, Inc.#		1,000		55,000
Progressive Corp. (The)#		1,220		88,316
S&P Global, Inc.		500		136,525

  bridgeway.com 57

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry  Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Santander Consumer USA Holdings, Inc.#		500	$	11,685
State Street Corp.#		300		23,730
TD Ameritrade Holding Corp.#		3,500		173,950
Truist Financial Corp.		300		16,896
U.S. Bancorp#		1,900		112,651
Wells Fargo & Co.#		3,671		197,500
				2,611,008
Health Care - 8.01%
Abbott Laboratories#		1,400		121,604
AbbVie, Inc.#		1,600		141,664
Allergan PLC		300		57,351
Amgen, Inc.#		500		120,535
Anthem, Inc.		300		90,609
Baxter International, Inc.#		600		50,172
Becton Dickinson & Co.		473		128,642
Biogen, Inc.*#		400		118,692
Bristol-Myers Squibb Co.		1,779		114,194
Cardinal Health, Inc.#		1,000		50,580
Cigna Corp.		299		61,143
CVS Health Corp.		400		29,716
Danaher Corp.		500		76,740
DaVita, Inc.*#		1,100		82,533
Eli Lilly & Co.#		2,500		328,575
Gilead Sciences, Inc.		400		25,992
Johnson & Johnson#		1,000		145,870
Merck & Co., Inc.#		2,200		200,090
Pfizer, Inc.		1,700		66,606
Stryker Corp.		360		75,578
Thermo Fisher Scientific, Inc.		500		162,435
UnitedHealth Group, Inc.		500		146,990
Veeva Systems, Inc., Class A*#		300		42,198
				2,438,509
Industrials - 4.70%
3M Co.#		500		88,210
Boeing Co. (The)		300		97,728
Delta Air Lines, Inc.#		3,000		175,440
Emerson Electric Co.#		700		53,382
FedEx Corp.#		600		90,726
Honeywell International, Inc.		500		88,500
Ingersoll-Rand PLC		200		26,584
Johnson Controls International PLC		454		18,482
Lockheed Martin Corp.		270		105,133
Northrop Grumman Corp.#		700		240,779
Raytheon Co.		300		65,922
Resideo Technologies, Inc.*		133		1,587

Industry  Company	Shares		Value
Industrials (continued)
Southwest Airlines Co.		1,400	$	75,572
Spirit AeroSystems Holdings, Inc., Class A#		1,000		72,880
Union Pacific Corp.		500		90,395
United Technologies Corp.		540		80,870
Waste Management, Inc.		500		56,980
				1,429,170
Information Technology - 14.76%
Adobe, Inc.*#		800		263,848
Apple, Inc.#		1,800		528,570
Applied Materials, Inc.#		1,100		67,144
Cadence Design Systems, Inc.*#		1,500		104,040
Cisco Systems, Inc.#		4,300		206,228
Citrix Systems, Inc.		500		55,450
Cognizant Technology Solutions Corp., Class A#		700		43,414
Dell Technologies, Inc., Class C*		143		7,349
DXC Technology Co.		171		6,428
Fair Isaac Corp.*#		1,000		374,680
Hewlett Packard Enterprise Co.#		4,200		66,612
HP, Inc.		2,000		41,100
Intel Corp.#		2,300		137,655
International Business Machines Corp.		600		80,424
Intuit, Inc.		400		104,772
Juniper Networks, Inc.#		2,700		66,501
LogMeIn, Inc.		189		16,205
Mastercard, Inc., Class A#		800		238,872
Micro Focus International PLC, ADR		162		2,273
Micron Technology, Inc.*#		18,200		978,796
Microsoft Corp.#		2,800		441,560
NetApp, Inc.		400		24,900
Oracle Corp.		860		45,563
PayPal Holdings, Inc.*#		1,100		118,987
QUALCOMM, Inc.		800		70,584
salesforce.com, Inc.*		900		146,376
Texas Instruments, Inc.#		670		85,954
Visa, Inc., Class A#		900		169,110
				4,493,395
Materials - 1.31%
AdvanSix, Inc.*		48		958
Corteva, Inc.		833		24,623
Dow, Inc.#		533		29,171
DuPont de Nemours, Inc.		833		53,479
Ecolab, Inc.		100		19,299
International Paper Co.#		600		27,630

  58 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry  Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Linde PLC#		600	$	127,740
Sherwin-Williams Co. (The)		200		116,708
				399,608
Real Estate - 2.08%
American Tower Corp.#		800		183,856
Crown Castle International Corp.		500		71,075
Public Storage#		1,500		319,440
Simon Property Group, Inc.		400		59,584
				633,955
Utilities - 1.73%
AES Corp.		4,300		85,570
American Electric Power Co., Inc.#		800		75,608
Dominion Energy, Inc.#		720		59,630
Duke Energy Corp.#		783		71,417
Exelon Corp.#		700		31,913
NextEra Energy, Inc.		300		72,648
Public Service Enterprise Group, Inc.		900		53,145
Sempra Energy		500		75,740
				525,671
TOTAL COMMON STOCKS - 58.72% (Cost $10,045,000)				17,877,214
RIGHTS - 0.01%
Bristol-Myers Squibb Co., CVR*		800		2,408
TOTAL RIGHTS - 0.01% (Cost $1,840)				2,408

Due Date	Discount Rate or Coupon Rate		Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 32.77%
U.S. Treasury Bills - 32.77%
01/09/2020		0.000%(a)	$	2,000,000		1,999,453
02/27/2020		1.566%(a)		3,000,000		2,992,953
03/19/2020		1.546%(a)		2,000,000		1,993,662
03/26/2020		1.561%(a)		3,000,000		2,989,446
						9,975,514
TOTAL U.S. GOVERNMENT OBLIGATIONS - 32.77% (Cost $9,974,154)						9,975,514

	Rate^			Shares		Value
MONEY MARKET FUND - 5.50%
Fidelity Investments Money Market Government Portfolio Class I		1.49	%		1,674,137		$  1,674,137
TOTAL MONEY MARKET FUND — 5.50% (Cost $1,674,137)							1,674,137
TOTAL INVESTMENTS BEFORE OPTIONS WRITTEN - 97.00% (Cost $21,695,131)							$29,529,273
WRITTEN OPTIONS - (2.06%)
TOTAL WRITTEN OPTIONS - (2.06%)							$    (627,243	)
(Premiums Received $(450,290))
TOTAL INVESTMENTS - 94.94% (Cost $21,244,841)							$28,902,030
Other Assets in Excess of Liabilities - 5.06%							1,539,610
NET ASSETS - 100.00%							$30,441,640

* Non-income producing security.

# Security subject to call or put option written by the Fund.

^ Rate disclosed as of December 31, 2019.

(a) Rate represents the effective yield at purchase.

ADR - American Depositary Receipt

PLC - Public Limited Company

CVR - Contingent Value Rights

  bridgeway.com 59

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date		Value
EXCHANGE TRADED PUT OPTIONS WRITTEN - (0.51%)
AerCap Holdings NV		50	$	(307,350	)	$	57.50		01/17/20	$	(1,000	)
Aflac, Inc.		5		(26,450	)		52.50		02/21/20		(600	)
ANSYS, Inc.		12		(308,892	)		250.00		01/17/20		(3,216	)
Cardinal Health, Inc.		20		(101,160	)		55.00		03/20/20		(11,400	)
CDW Corp./DE		23		(328,532	)		135.00		03/20/20		(8,740	)
Chubb, Ltd.		15		(233,490	)		150.00		01/17/20		(675	)
Coupa Software, Inc.		22		(321,750	)		140.00		03/20/20		(21,780	)
DaVita, Inc.		27		(202,581	)		70.00		01/17/20		(675	)
DaVita, Inc.		17		(127,551	)		67.50		01/17/20		(340	)
Exact Sciences Corp.		25		(231,200	)		87.50		03/20/20		(15,250	)
General Motors Co.		85		(311,100	)		36.00		01/17/20		(3,995	)
Hartford Financial Services Group, Inc. (The)		10		(60,770	)		60.00		01/17/20		(500	)
Hartford Financial Services Group, Inc. (The)		10		(60,770	)		60.00		03/20/20		(1,690	)
HCA Healthcare, Inc.		12		(177,372	)		130.00		01/17/20		(576	)
HollyFrontier Corp.		5		(25,355	)		50.00		03/20/20		(1,395	)
Medtronic PLC		8		(90,760	)		110.00		02/21/20		(1,624	)
Morgan Stanley		30		(153,360	)		50.00		02/21/20		(4,050	)
RingCentral, Inc.		18		(303,606	)		165.00		02/21/20		(14,220	)
Rollins, Inc.		15		(49,740	)		35.00		02/21/20		(3,870	)
Square, Inc.		37		(231,472	)		65.00		03/20/20		(20,831	)
Square, Inc.		10		(62,560	)		60.00		01/17/20		(760	)
State Street Corp.		10		(79,100	)		77.50		02/21/20		(2,480	)
Synchrony Financial		6		(21,606	)		36.00		01/17/20		(360	)
Target Corp.		25		(320,525	)		120.00		01/17/20		(1,600	)
Teradyne, Inc.		45		(306,855	)		67.50		01/17/20		(5,625	)
TJX Cos, Inc. (The)		20		(122,120	)		57.50		01/17/20		(220	)
Verizon Communications, Inc.		50		(307,000	)		60.00		03/20/20		(7,300	)
Walmart, Inc.		20		(237,680	)		115.00		01/17/20		(680	)
Workday, Inc.		19		(312,455	)		160.00		01/17/20		(3,952	)
Yum! Brands, Inc.		20		(201,460	)		100.00		01/17/20		(2,360	)
Zendesk, Inc.		42		(321,846	)		72.50		02/21/20		(12,180	)
Total Exchange Traded Put Options Written (Premiums received $(204,149))										$	(153,944	)
EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.55%)
3M Co.		3	$	(52,926	)	$	175.00		04/17/20	$	(2,835	)
Abbott Laboratories		4		(34,744	)		85.00		02/21/20		(1,320	)
AbbVie, Inc.		5		(44,270	)		90.00		02/21/20		(1,040	)
Adobe, Inc.		3		(98,943	)		330.00		03/20/20		(4,551	)
Ally Financial, Inc.		10		(30,560	)		32.00		03/20/20		(950	)
American Electric Power Co., Inc.		3		(28,353	)		90.00		02/21/20		(1,590	)
American Express Co.		3		(37,347	)		120.00		01/17/20		(1,374	)
American Tower Corp.		3		(68,946	)		220.00		04/17/20		(4,992	)
Amgen, Inc.		2		(48,214	)		225.00		01/17/20		(3,170	)
Apple, Inc.		6		(176,190	)		285.00		03/20/20		(11,520	)
Applied Materials, Inc.		4		(24,416	)		52.50		01/17/20		(3,440	)
AT&T, Inc.		10		(39,080	)		40.00		01/17/20		(110	)

60 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date		Value
Exchange Traded Call Options Written (continued)
Bank of America Corp.		4	$	(14,088	)	$	35.00		03/20/20	$	(596	)
Baxter International, Inc.		3		(25,086	)		82.50		02/21/20		(1,020	)
Berkshire Hathaway, Inc., Class B		15		(339,750	)		220.00		03/20/20		(16,500	)
Biogen, Inc.		2		(59,346	)		320.00		01/17/20		(174	)
Cabot Oil & Gas Corp.		40		(69,640	)		18.00		01/17/20		(880	)
Cadence Design Systems, Inc.		15		(104,040	)		70.00		02/21/20		(4,350	)
Campbell Soup Co.		6		(29,652	)		47.00		02/21/20		(1,410	)
Cardinal Health, Inc.		10		(50,580	)		52.50		03/20/20		(2,100	)
Chubb, Ltd.		5		(77,830	)		155.00		02/21/20		(2,035	)
Cisco Systems, Inc.		13		(62,348	)		47.00		01/17/20		(1,469	)
Cognizant Technology Solutions Corp., Class A		3		(18,606	)		62.50		01/17/20		(180	)
Comcast Corp., Class A		5		(22,485	)		45.00		01/17/20		(315	)
ConocoPhillips		4		(26,012	)		60.00		02/21/20		(2,380	)
Continental Resources, Inc.		10		(34,300	)		35.00		03/20/20		(2,500	)
DaVita, Inc.		4		(30,012	)		57.50		01/17/20		(7,920	)
Delta Air Lines, Inc.		20		(116,960	)		60.00		03/20/20		(3,320	)
Delta Air Lines, Inc.		7		(40,936	)		55.00		01/17/20		(2,667	)
Delta Air Lines, Inc.		3		(17,544	)		57.50		01/17/20		(573	)
Dominion Energy, Inc.		3		(24,846	)		82.50		01/17/20		(315	)
Dow, Inc.		3		(16,419	)		55.00		01/17/20		(282	)
Duke Energy Corp.		3		(27,363	)		95.00		01/17/20		(12	)
eBay, Inc.		3		(10,833	)		39.00		01/17/20		(15	)
Eli Lilly & Co.		25		(328,575	)		115.00		02/21/20		(47,000	)
Emerson Electric Co.		3		(22,878	)		75.00		01/17/20		(645	)
EOG Resources, Inc.		30		(251,280	)		75.00		01/17/20		(25,650	)
Exelon Corp.		3		(13,677	)		45.00		01/17/20		(285	)
Facebook, Inc., Class A		4		(82,100	)		205.00		03/20/20		(4,440	)
Fair Isaac Corp.		10		(374,680	)		300.00		01/17/20		(77,500	)
FedEx Corp.		3		(45,363	)		150.00		01/17/20		(1,143	)
General Mills, Inc.		5		(26,780	)		55.00		01/17/20		(110	)
Goldman Sachs Group, Inc. (The)		3		(68,979	)		210.00		01/17/20		(5,970	)
Halliburton Co.		3		(7,341	)		22.50		01/17/20		(612	)
Hasbro, Inc.		3		(31,683	)		125.00		01/17/20		(15	)
Hershey Co. (The)		5		(73,490	)		145.00		01/17/20		(1,280	)
Hewlett Packard Enterprise Co.		10		(15,860	)		17.00		01/17/20		(50	)
Intel Corp.		7		(41,895	)		52.50		01/17/20		(5,075	)
International Paper Co.		3		(13,815	)		42.50		01/17/20		(1,071	)
Johnson & Johnson		5		(72,935	)		135.00		01/17/20		(5,605	)
Juniper Networks, Inc.		8		(19,704	)		24.00		01/17/20		(696	)
Kimberly-Clark Corp.		3		(41,265	)		140.00		01/17/20		(270	)
Kroger Co. (The)		3		(8,697	)		25.00		01/17/20		(1,206	)
Linde PLC		3		(63,870	)		210.00		01/17/20		(1,260	)
LPL Financial Holdings, Inc.		10		(92,250	)		80.00		01/17/20		(14,700	)
Marathon Petroleum Corp.		5		(30,125	)		60.00		04/17/20		(2,000	)
Marsh & McLennan Cos., Inc.		3		(33,423	)		100.00		01/17/20		(3,390	)
Mastercard, Inc., Class A		3		(89,577	)		300.00		04/17/20		(3,750	)
McDonald’s Corp.		10		(197,610	)		200.00		03/20/20		(4,400	)
Merck & Co., Inc.		7		(63,665	)		90.00		03/20/20		(2,359	)
Micron Technology, Inc.		143		(769,054	)		45.00		01/17/20		(126,841	)

bridgeway.com 61

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date		Value
Exchange Traded Call Options Written (continued)
Micron Technology, Inc.		12	$	(64,536	)	$	57.50		03/20/20	$	(2,736	)
Microsoft Corp.		9		(141,930	)		160.00		03/20/20		(4,230	)
Northrop Grumman Corp.		3		(103,191	)		360.00		02/21/20		(1,287	)
Omnicom Group, Inc.		3		(24,306	)		77.50		01/17/20		(1,170	)
PayPal Holdings, Inc.		3		(32,451	)		105.00		01/17/20		(1,230	)
PepsiCo, Inc.		3		(41,001	)		140.00		01/17/20		(84	)
Principal Financial Group, Inc.		10		(55,000	)		55.00		01/17/20		(900	)
Progressive Corp. (The)		4		(28,956	)		75.00		02/21/20		(240	)
Public Storage		10		(212,960	)		220.00		03/20/20		(3,970	)
Ross Stores, Inc.		3		(34,926	)		115.00		01/17/20		(750	)
Santander Consumer USA Holdings, Inc.		5		(11,685	)		25.00		04/17/20		(325	)
Spirit AeroSystems Holdings, Inc., Class A		10		(72,880	)		85.00		01/17/20		(400	)
TD Ameritrade Holding Corp.		35		(173,950	)		45.00		02/21/20		(19,950	)
Texas Instruments, Inc.		3		(38,487	)		130.00		01/17/20		(324	)
U.S. Bancorp		6		(35,574	)		60.00		01/17/20		(348	)
Veeva Systems, Inc., Class A		3		(42,198	)		145.00		03/20/20		(2,160	)
Visa, Inc., Class A		3		(56,370	)		190.00		03/20/20		(1,650	)
Walt Disney Co. (The)		3		(43,389	)		150.00		03/20/20		(1,137	)
Wells Fargo & Co.		12		(64,560	)		50.00		01/17/20		(4,740	)
Yum! Brands, Inc.		10		(100,730	)		105.00		01/17/20		(440	)
Total Exchange Traded Call Options Written (Premiums received $(246,141))										$	(473,299	)

62 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):
					Assets Table
					Valuation Inputs
					Investment in Securities (Value)
	Level 1 Quoted Prices				Level 2 Significant Observable Inputs				Level 3 Significant Unobservable Inputs			Total
Common Stocks		$	17,877,214			$	—			$	—		$	17,877,214
Rights			2,408				—				—			2,408
U.S. Government Obligations			—				9,975,514				—			9,975,514
Money Market Fund			—				1,674,137				—			1,674,137
TOTAL		$	17,879,622			$	11,649,651			$	—		$	29,529,273
					Liabilities Table
					Valuation Inputs
					Investment in Securities (Value)
	Level 1 Quoted Prices				Level 2 Significant Observable Inputs				Level 3 Significant Unobservable Inputs			Total
Options Written		$	(371,088	)		$	(256,155	)		$	—		$	(627,243	)
TOTAL		$	(371,088	)		$	(256,155	)		$	—		$	(627,243	)
See Notes to Financial Statements.

bridgeway.com 63

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2019 (Unaudited)

ASSETS	Aggressive Investors 1			Ultra-Small Company
Investments at value	$	181,800,655		$	71,226,315
Cash		-			-
Receivables:
Portfolio securities sold		-			-
Fund shares sold		42,922			-
Dividends and interest		103,697			89,674
Receivable from investment adviser		-			-
Deposits with brokers		-			-
Prepaid expenses		18,048			9,792
Total assets		181,965,322			71,325,781
LIABILITIES
Payables:
Portfolio securities purchased		-			-
Fund shares redeemed		192,564			25,579
Due to custodian		-			655,980
Loan payable		-			-
Payable upon return of securities loaned		6,937,723			1,618,090
Accrued Liabilities:
Investment adviser fees		3,885			51,735
Administration fees		4,165			1,625
Directors’ fees		1,696			725
Other		87,268			47,690
Put options written at value		-			-
Call options written at value		-			-
Total liabilities		7,227,301			2,401,424
NET ASSETS	$	174,738,021		$	68,924,357
NET ASSETS REPRESENT
Paid-in capital	$	175,192,347		$	74,885,271
Distributable earnings		(454,326	)		(5,960,914	)
NET ASSETS	$	174,738,021		$	68,924,357
Shares of common stock outstanding of $.001 par value(a)		2,772,057			2,839,505
Net asset value, offering price and redemption price per share	$	63.04		$	24.27
Total investments at cost	$	166,679,317		$	75,709,507
Premiums received on put options written	$	-		$	-
Premiums received on call options written	$	-		$	-

(a) See Note 1 - Organization in the Notes to Financial Statements for shares authorized for each Fund.

(b) Redemption of shares held less than six months may be charged a 2% redemption fee. See Note 8.

See Notes to Financial Statements.

64 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market			Small-Cap Growth		Small-Cap Value			Blue Chip		Managed Volatility
$	238,608,835		$	38,082,342	$	47,417,237			$558,009,447		$29,529,273
	-			-		-			-		106
	1,340,717			653,127		371,940			8,150,022		-
	119,854			2,186		-			719,541		-
	224,869			19,215		61,008			332,477		15,730
	-			-		-			12,697		-
	-			-		-			-		1,609,896
	25,791			16,744		17,397			51,061		12,217
	240,320,066			38,773,614		47,867,582			567,275,245		31,167,222
	-			555,463		-			7,996,325		-
	628,345			122,316		125,950			393,961		52,776
	226,878			160,897		-			27,620		-
	1,178,000			-		248,000			-		-
	21,847,383			1,840,670		3,409,392			-		-
	81,384			7,521		14,123			-		5,951
	5,171			864		1,158			13,276		729
	2,760			493		468			3,958		248
	143,168			44,818		47,854			103,378		38,635
	-			-		-			-		153,944
	-			-		-			-		473,299
	24,113,089			2,733,042		3,846,945			8,538,518		725,582
$	216,206,977		$	36,040,572	$	44,020,637			$558,736,727		$30,441,640
$	187,255,657		$	34,231,164	$	46,379,941			$253,320,348		$23,581,557
	28,951,320			1,809,408		(2,359,304	)		305,416,379		6,860,083
$	216,206,977		$	36,040,572	$	44,020,637			$558,736,727		$30,441,640
	18,601,426			1,420,237		2,060,341			37,422,428		1,980,578
$	11.62	(b)	$	25.38	$	21.37			$           14.93		$         15.37
$	208,902,370		$	34,075,599	$	44,977,088			$261,078,406		$21,695,131
$	-		$	-	$	-			$                   -		$    204,149
$	-		$	-	$	-			$                   -		$    246,141

bridgeway.com 65

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2019 (Unaudited)

	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market
INVESTMENT INCOME
Dividends	$	1,082,208		$	613,748		$	1,497,086
Less: foreign taxes withheld		(2,784	)		(746	)		(514	)
Interest		7,837			1,920			9,370
Securities lending		14,387			74,905			1,179,496
Total Investment Income		1,101,648			689,827			2,685,438
EXPENSES
Investment advisory fees-Base fees		788,013			311,865			547,986
Investment advisory fees - Performance adjustment		(770,217	)		-			-
Administration fees		25,060			9,916			31,365
Accounting fees		38,142			32,968			48,727
Transfer agent fees		64,835			30,817			50,996
Audit fees		9,875			6,765			11,585
Legal fees		15,392			6,109			19,582
Custody fees		3,620			5,138			8,569
Blue sky fees		12,743			5,477			12,504
Directors’ and officers’ fees		10,567			4,230			13,727
Shareholder servicing fees		50,174			10,448			110,648
Reports to shareholders		16,802			10,237			21,565
Miscellaneous expenses		19,380			11,564			33,509
Total Expenses		284,386			445,534			910,763
Less investment advisory fees waived and other expenses reimbursed		-			-			(88,783	)
Net Expenses		284,386			445,534			821,980
NET INVESTMENT INCOME (LOSS)		817,262			244,293			1,863,458
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		(2,309,881	)		(1,249,246	)		281,916
Written options		-			-			-
Futures contracts		-			-			-
Net Realized Gain (Loss)		(2,309,881	)		(1,249,246	)		281,916
Change in Unrealized Appreciation (Depreciation) on:
Investments		6,401,369			1,925,208			5,058,683
Written options		-			-			-
Net Change in Unrealized Appreciation (Depreciation)		6,401,369			1,925,208			5,058,683
Net Realized and Unrealized Gain (Loss) on Investments		4,091,488			675,962			5,340,599
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	4,908,750		$	920,255		$	7,204,057

See Notes to Financial Statements.

66 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Small-Cap Growth		Small-Cap Value		Blue Chip		Managed Volatility
$ 134,757		$ 459,259		$ 6,248,340		$ 166,948
-		(800	)	-		(34	)
530		2,987		4,664		115,830
16,216		58,780		-		2
151,503		520,226		6,253,004		282,746
111,716		144,889		213,845		91,129
(6,816	)	(15,646	)	-		-
5,334		6,909		76,428		4,346
29,099		30,202		60,196		32,295
29,404		32,628		39,393		18,698
5,855		6,072		18,700		8,044
3,386		4,145		57,243		2,638
4,184		3,259		3,914		2,279
11,687		11,638		18,618		11,396
2,354		2,881		30,910		1,800
11,996		13,680		44,111		9,819
9,504		10,232		67,283		8,628
7,865		6,881		51,961		4,654
225,568		257,770		682,602		195,726
(50,401	)	(30,639	)	(281,670	)	(52,955	)
175,167		227,131		400,932		142,771
(23,664	)	293,095		5,852,072		139,975
(404,997	)	(808,191	)	14,622,037		274,098
-		-		-		286,452
-		-		-		(946,532	)
(404,997	)	(808,191	)	14,622,037		(385,982	)
1,664,904		4,260,661		34,316,643		1,261,782
-		-		-		(92,451	)
1,664,904		4,260,661		34,316,643		1,169,331
1,259,907		3,452,470		48,938,680		783,349
$1,236,243		$3,745,565		$54,790,752		$ 923,324

bridgeway.com 67

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Six Months Ended December 31, 2019			Year Ended June 30, 2019			Six Months Ended December 31, 2019			Year Ended June 30, 2019
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)		$       817,262			$    2,951,642			$       244,293			$       860,428
Net realized gain (loss) on investments		(2,309,881	)		(11,825,872	)		(1,249,246	)		(160,937	)
Net change in unrealized appreciation (depreciation) on investments		6,401,369			(8,208,119	)		1,925,208			(14,307,616	)
Net increase (decrease) in net assets resulting from operations		4,908,750			(17,082,349	)		920,255			(13,608,125	)
DISTRIBUTIONS:
From net investment income and net realized gains		(2,253,130	)		(17,842,416	)		(780,772	)		(8,976,806	)
Net decrease in net assets from distributions		(2,253,130	)		(17,842,416	)		(780,772	)		(8,976,806	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		2,547,784			2,826,662			619,840			1,238,828
Reinvestment of distributions		2,129,245			17,139,212			717,092			8,375,017
Cost of shares redeemed		(13,961,208	)		(31,236,846	)		(6,557,470	)		(9,777,274	)
Redemption fees		-			-			-			-
Net decrease in net assets resulting from share transactions		(9,284,179	)		(11,270,972	)		(5,220,538	)		(163,429	)
Net decrease in net assets		(6,628,559	)		(46,195,737	)		(5,081,055	)		(22,748,360	)
NET ASSETS:
Beginning of period		181,366,580			227,562,317			74,005,412			96,753,772
End of period		$174,738,021			$181,366,580			$68,924,357			$ 74,005,412
SHARES ISSUED & REDEEMED
Issued		41,519			46,127			26,863			47,786
Distributions reinvested		33,965			322,773			30,206			369,758
Redeemed		(228,230	)		(517,228	)		(280,106	)		(366,637	)
Net increase (decrease)		(152,746	)		(148,328	)		(223,037	)		50,907
Outstanding at beginning of period		2,924,803			3,073,131			3,062,542			3,011,635
Outstanding at end of period		2,772,057			2,924,803			2,839,505			3,062,542

See Notes to Financial Statements.

68 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Ultra-Small Company Market						Small-Cap Growth						Small-Cap Value
Six Months Ended     December 31, 2019			Year Ended June 30, 2019			Six Months Ended December 31, 2019			Year Ended June 30, 2019			Six Months Ended December 31, 2019			Year Ended June 30, 2019
(Unaudited)						(Unaudited)						(Unaudited)
	$    1,863,458			$    2,643,213			$     (23,664	)		$      (47,742	)		$       293,095			$    1,162,708
	281,916			10,012,500			(404,997	)		(218,258	)		(808,191	)		(3,088,648	)
	5,058,683			(79,246,838	)		1,664,904			(5,797,297	)		4,260,661			(9,795,116	)
	7,204,057			(66,591,125	)		1,236,243			(6,063,297	)		3,745,565			(11,721,056	)
	(2,859,334	)		(37,857,578	)		(948	)		(4,528,900	)		(1,172,540	)		(9,164,909	)
	(2,859,334	)		(37,857,578	)		(948	)		(4,528,900	)		(1,172,540	)		(9,164,909	)
	11,716,815			36,606,492			432,812			3,609,014			841,269			4,577,457
	2,712,320			36,666,837			882			4,410,107			1,120,299			8,787,349
	(38,975,168	)		(110,698,074	)		(7,713,663	)		(10,814,122	)		(10,165,717	)		(12,143,617	)
	37,068			100,303			-			-			-			-
	(24,508,965	)		(37,324,442	)		(7,279,969	)		(2,795,001	)		(8,204,149	)		1,221,189
	(20,164,242	)		(141,773,145	)		(6,044,674	)		(13,387,198	)		(5,631,124	)		(19,664,776	)
	236,371,219			378,144,364			42,085,246			55,472,444			49,651,761			69,316,537
	$216,206,977			$ 236,371,219			$36,040,572			$42,085,246			$44,020,637			$ 49,651,761
	1,087,249			2,955,119			18,253			126,783			41,799			172,771
	240,241			3,508,788			35			194,879			52,522			453,658
	(3,563,079	)		(9,539,072	)		(331,065	)		(417,997	)		(486,740	)		(515,773	)
	(2,235,589	)		(3,075,165	)		(312,777	)		(96,335	)		(392,419	)		110,656
	20,837,015			23,912,180			1,733,014			1,829,349			2,452,760			2,342,104
	18,601,426			20,837,015			1,420,237			1,733,014			2,060,341			2,452,760

bridgeway.com 69

STATEMENTS OF CHANGES IN NET ASSETS

	Blue Chip						Managed Volatility
	Six Months Ended December 31, 2019			Year Ended June 30, 2019			Six Months Ended December 31, 2019			Year Ended June 30, 2019
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income		$    5,852,072			$   13,105,679			$     139,975			$     336,023
Net realized gain (loss) on investments		14,622,037			68,602,183			(385,982	)		568,555
Net change in unrealized appreciation (depreciation) on investments		34,316,643			1,846,454			1,169,331			(363,853	)
Net increase in net assets resulting from operations		54,790,752			83,554,316			923,324			540,725
DISTRIBUTIONS:
From net investment income and net realized gains		(56,389,851	)		(64,810,534	)		(311,246	)		(1,895,822	)
Net decrease in net assets from distributions		(56,389,851	)		(64,810,534	)		(311,246	)		(1,895,822	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		51,449,102			77,791,859			1,632,528			3,893,273
Reinvestment of distributions		51,355,855			59,566,051			289,210			1,794,927
Cost of shares redeemed		(47,497,703	)		(218,586,219	)		(2,749,166	)		(6,492,503	)
Net increase (decrease) in net assets resulting from share transactions		55,307,254			(81,228,309	)		(827,428	)		(804,303	)
Net increase (decrease) in net assets		53,708,155			(62,484,527	)		(215,350	)		(2,159,400	)
NET ASSETS:
Beginning of period		505,028,572			567,513,099			30,656,990			32,816,390
End of period		$558,736,727			$ 505,028,572			$30,441,640			$30,656,990
SHARES ISSUED & REDEEMED
Issued		3,355,585			5,333,074			107,064			258,675
Distributions reinvested		3,477,038			4,639,100			18,866			126,493
Redeemed		(3,112,269	)		(15,099,653	)		(182,717	)		(431,848	)
Net increase (decrease)		3,720,354			(5,127,479	)		(56,787	)		(46,680	)
Outstanding at beginning of period		33,702,074			38,829,553			2,037,365			2,084,045
Outstanding at end of period		37,422,428			33,702,074			1,980,578			2,037,365

See Notes to Financial Statements.

70 Semi-Annual Report  |  December 31, 2019 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

AGGRESSIVE INVESTORS 1

	For the Six Months Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$62.01		$74.05		$66.37		$54.75		$59.15		$56.69
Income from Investment Operations:
Net Investment Income (Loss)(a)		0.29		0.98		0.23		(0.14)		0.31		0.02
Net Realized and Unrealized Gain (Loss)		1.56		(6.93)		7.45		12.12		(4.69)		2.56
Total from Investment Operations		1.85		(5.95)		7.68		11.98		(4.38)		2.58
Less Distributions to Shareholders from:
Net Investment Income		(0.82)		(1.21)		-		(0.36)		(0.02)		(0.12)
Net Realized Gain		-		(4.88)		-		-		-		-
Total Distributions		(0.82)		(6.09)		-		(0.36)		(0.02)		(0.12)
Net Asset Value, End of Period		$63.04		$62.01		$74.05		$66.37(b)		$54.75		$59.15
Total Return		3.01%(c)		(6.67%)		11.57%(b)		21.90%(b)		(7.40%)		4.57%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$174,738		$181,367		$227,562		$224,073		$207,229		$248,046
Expenses Before Waivers and Reimbursements		0.32%(d)(e)		0.35%(e)		0.96%		1.66%		0.63%(e)		1.32%
Expenses After Waivers and Reimbursements		0.32%(d)		0.35%		0.96%		1.66%		0.63%		1.32%
Net Investment Income (Loss) After Waivers and Reimbursements		0.93%(d)		1.52%		0.31%		(0.23%)		0.58%		0.04%
Portfolio Turnover Rate		58%(c)		102%		105%		153%		124%		107%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States; consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c) Not annualized.

(d) Annualized for periods less than one year.

(e) For the periods ended December 31, 2019, June 30, 2019 and June 30, 2016 the expense ratios were significantly lower than in other periods, due to a negative performance adjustment to the investment advisory fee. Please refer to Note 3 of the Notes to Financial Statements for further information. The rate shown may not be indicative of the rate going forward.

See Notes to Financial Statements.

bridgeway.com 71

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY

	For the Six Months Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$24.16		$32.13		$30.04		$25.99		$30.37		$41.83
Income from Investment Operations:
Net Investment Income (Loss)(a)		0.08		0.28		(0.04)		0.32		0.28		0.24
Net Realized and Unrealized Gain (Loss)		0.31		(5.14)		2.73		4.06		(4.39)		(3.53)
Total from Investment Operations		0.39		(4.86)		2.69		4.38		(4.11)		(3.29)
Less Distributions to Shareholders from:
Net Investment Income		(0.28)		(0.01)		(0.41)		(0.33)		(0.27)		(0.30)
Net Realized Gain		-		(3.10)		(0.19)		-		-		(7.87)
Total Distributions		(0.28)		(3.11)		(0.60)		(0.33)		(0.27)		(8.17)
Net Asset Value, End of Period		$24.27		$24.16		$32.13		$30.04		$25.99		$30.37
Total Return		1.63%(b)		(14.48)%		9.13%		16.88%		(13.53)%		(7.60)%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$68,924		$74,005		$96,754		$100,984		$101,451		$127,717
Expenses Before Waivers and Reimbursements		1.29%(c)		1.21%		1.18%		1.18%		1.17%		1.11%
Expenses After Waivers and Reimbursements		1.29%(c)		1.21%		1.18%		1.18%		1.17%		1.11%
Net Investment Income (Loss) After Waivers and Reimbursements		0.71%(c)		1.00%		(0.14%)		1.14%		1.05%		0.68%
Portfolio Turnover Rate		46%(b)		93%		89%		113%		101%		90%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Not annualized.

(c) Annualized for periods less than one year.

See Notes to Financial Statements.

72 Semi-Annual Report  |  December 31, 2019 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY MARKET

	For the Period Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$11.34		$15.81		$14.93		$12.77		$16.18		$17.46
Income from Investment Operations:
Net Investment Income(a)		0.09		0.11		0.08		0.17		0.12		0.12
Net Realized and Unrealized Gain (Loss)		0.34		(2.93)		2.76		3.18		(1.87)		0.38
Total from Investment Operations		0.43		(2.82)		2.84		3.35		(1.75)		0.50
Less Distributions to Shareholders from:
Net Investment Income		(0.15)		(0.08)		(0.02)		(0.15)		(0.13)		(0.14)
Net Realized Gain		-		(1.57)		(1.94)		(1.04)		(1.53)		(1.64)
Total Distributions		(0.15)		(1.65)		(1.96)		(1.19)		(1.66)		(1.78)
Paid-in Capital from Redemption Fees(a)		0.00(b)		0.00(b)		0.00(b)		0.00(b)		0.00(b)		0.00(b)
Net Asset Value, End of Period		$11.62		$11.34		$15.81		$14.93		$12.77		$16.18
Total Return		3.84%(c)(d)		(16.98%)(d)		20.86%(d)		26.61%(d)		(10.83%)(d)		3.72%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$216,207		$236,371		$378,144		$352,190		$331,535		$402,853
Expenses Before Waivers and Reimbursements		0.83%(e)		0.77%		0.75%		0.76%		0.75%		0.73%
Expenses After Waivers and Reimbursements		0.75%(e)		0.75%		0.75%		0.75%		0.75%		0.73%
Net Investment Income After Waivers and Reimbursements		1.70%(e)		0.84%		0.52%		1.21%		0.91%		0.74%
Portfolio Turnover Rate		17%(c)		38%		35%		31%		41%		32%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Not annualized.

(d) Total return would have been lower had various fees not been waived during the period.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgeway.com 73

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP GROWTH

	For the Period Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$24.28		$30.32		$24.92		$20.33		$21.17		$18.68
Income from Investment Operations:
Net Investment Income (Loss)(a)		(0.02)		(0.03)		0.09		0.06		0.07		(0.01)
Net Realized and Unrealized Gain (Loss)		1.12		(3.43)		5.36		4.60		(0.91)		2.51
Total from Investment Operations		1.10		(3.46)		5.45		4.66		(0.84)		2.50
Less Distributions to Shareholders from:
Net Investment Income		-		(0.10)		(0.05)		(0.07)		-		(0.01)
Net Realized Gain		(0.00)(b)		(2.48)		-		-		-		-
Total Distributions		-		(2.58)		(0.05)		(0.07)		-		(0.01)
Net Asset Value, End of Period		$25.38		$24.28		$30.32		$24.92		$20.33		$21.17
Total Return(c)		4.53%(d)		(10.81%)		21.91%		22.97%		(3.97%)		13.41%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$36,041		$42,085		$55,472		$46,544		$36,394		$36,801
Expenses Before Waivers and Reimbursements		1.21%(e)		1.11%		1.08%		1.16%		1.20%		1.08%
Expenses After Waivers and Reimbursements		0.94%(e)		0.94%		0.94%		0.94%		0.94%		0.94%
Net Investment Income (Loss) After Waivers and Reimbursements		(0.13%)(e)		(0.10%)		0.35%		0.24%		0.36%		(0.07%)
Portfolio Turnover Rate		57%(d)		102%		122%		136%		137%		123%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

74 Semi-Annual Report  |  December 31, 2019 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP VALUE

	For the Six Months Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$20.24		$29.60		$24.82		$20.87		$22.40		$23.06
Income from Investment Operations:
Net Investment Income(a)		0.12		0.47		0.20		0.22		0.29		0.29
Net Realized and Unrealized Gain (Loss)		1.52		(5.72)		4.81		3.97		(1.43)		(0.78)
Total from Investment Operations		1.64		(5.25)		5.01		4.19		(1.14)		(0.49)
Less Distributions to Shareholders from:
Net Investment Income		(0.51)		(0.74)		(0.23)		(0.24)		(0.39)		(0.17)
Net Realized Gain		-		(3.37)		-		-		-		-
Total Distributions		(0.51)		(4.11)		(0.23)		(0.24)		(0.39)		(0.17)
Net Asset Value, End of Period		$21.37		$20.24		$29.60		$24.82		$20.87		$22.40
Total Return(b)		8.10%(c)		(17.12%)		20.32%		20.08%		(5.02%)		(2.10%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$44,021		$49,652		$69,317		$61,981		$58,741		$73,241
Expenses Before Waivers and Reimbursements		1.07%(d)		1.00%		0.94%		0.98%		1.03%		0.98%
Expenses After Waivers and Reimbursements		0.94%(d)		0.94%		0.94%		0.94%		0.94%		0.94%
Net Investment Income After Waivers and Reimbursements		1.21%(d)		1.97%		0.74%		0.95%		1.41%		1.30%
Portfolio Turnover Rate		40%(c)		84%		78%		77%		62%		74%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgeway.com 75

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

BLUE CHIP

	For the Six Months Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$14.99		$14.62		$13.71		$12.28		$11.81		$11.39
Income from Investment Operations:
Net Investment Income(a)		0.17		0.34		0.31		0.30		0.28		0.26
Net Realized and Unrealized Gain		1.41		1.75		1.33		1.44		0.49		0.39
Total from Investment Operations		1.58		2.09		1.64		1.74		0.77		0.65
Less Distributions to Shareholders from:
Net Investment Income		(0.32)		(0.31)		(0.31)		(0.31)		(0.30)		(0.23)
Net Realized Gain		(1.32)		(1.41)		(0.42)		-		-		-
Total Distributions		(1.64)		(1.72)		(0.73)		(0.31)		(0.30)		(0.23)
Net Asset Value, End of Period		$14.93		$14.99		$14.62		$13.71		$12.28		$11.81
Total Return(b)		10.68%(c)		16.26%		11.98%		14.33%		6.60%		5.77%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$558,737		$505,029		$567,513		$550,902		$571,644		$600,823
Expenses Before Waivers and Reimbursements		0.26%(d)		0.25%		0.22%		0.25%		0.25%		0.23%
Expenses After Waivers and Reimbursements		0.15%(d)		0.15%		0.15%		0.15%		0.15%		0.15%
Net Investment Income After Waivers and Reimbursements		2.19%(d)		2.28%		2.17%		2.30%		2.42%		2.19%
Portfolio Turnover Rate		7%(c)		20%		14%		17%		23%		19%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

76 Semi-Annual Report  |  December 31, 2019 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

MANAGED VOLATILITY

	For the Six Months Ended 12/31/19 (Unaudited)		Year Ended June 30
			2019		2018		2017		2016		2015
Net Asset Value, Beginning of Period		$15.05		$15.75		$14.79		$14.20		$14.05		$13.94
Income from Investment Operations:
Net Investment Income(a)		0.07		0.16		0.10		0.06		0.04		0.00(b)
Net Realized and Unrealized Gain		0.41		0.06		0.95		0.59		0.11		0.13
Total from Investment Operations		0.48		0.22		1.05		0.65		0.15		0.13
Less Distributions to Shareholders from:
Net Investment Income		(0.16)		(0.31)		(0.09)		(0.06)		0.00(b)		(0.02)
Net Realized Gain		-		(0.61)		----
Total Distributions		(0.16)		(0.92)		(0.09)		(0.06)		0.00(b)		(0.02)
Net Asset Value, End of Period		$15.37		$15.05		$15.75		$14.79		$14.20		$14.05
Total Return(c)		3.18%(d)		1.74%		7.11%		4.59%		1.10%		0.92%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)		$30,442		$30,657		$32,816		$36,523		$57,586		$59,008
Expenses Before Waivers and Reimbursements		1.29%(e)		1.24%		1.20%		1.12%		1.06%		1.04%
Expenses After Waivers and Reimbursements		0.94%(e)		0.94%		0.94%		0.94%		0.94%		0.94%
Net Investment Income After Waivers and Reimbursements		0.92%(e)		1.06%		0.64%		0.42%		0.31%		0.03%
Portfolio Turnover Rate		18%(d)		69%		50%		50%		54%		38%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgeway.com 77

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 (Unaudited)

1. Organization:

Bridgeway Funds, Inc. (“Bridgeway” or the “Company”) was organized as a Maryland corporation on October 19, 1993, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Bridgeway is organized as a series fund, with nine investment funds as of December 31, 2019. Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip and Managed Volatility Funds are presented in this report (each is referred to as a “Fund” and collectively, the “Funds”). The Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are included in a separate report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2019, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Growth, and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

The Ultra-Small Company Fund is open to existing investors (direct only).

All of the Funds are no-load, diversified funds.

The Aggressive Investors 1 Fund seeks to exceed the stock market total return (primarily through capital appreciation) at a level of total risk roughly equal to that of the stock market over longer periods of time (three year intervals or more).

The Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth and Small-Cap Value Funds seek to provide a long-term total return on capital, primarily through capital appreciation.

The Blue Chip Fund seeks to provide long-term total return on capital, primarily through capital appreciation, but also some income.

The Managed Volatility Fund seeks to provide a high current return with short-term risk less than or equal to 40% of the stock market.

Bridgeway Capital Management, Inc. (the “Adviser”) is the investment adviser for all of the Funds.

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

Securities, Options, Futures and Other Investments Valuation Other than options, securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their primary exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Fixed income securities are valued on the basis of current market quotations provided by a pricing service. Options are valued at the close if there is trading volume and, if there is no trading volume, the options are valued at the bid on long positions and the ask on the short positions.

78 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value (“NAV”) per share.

Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded.

When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating the Funds’ NAVs may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

The inputs and valuation techniques used to determine the value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

● Level 1 — quoted prices in active markets for identical assets

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equity securities. The Funds do not adjust the quoted price for such investments, even in situations where the Funds hold a large position and a sale could reasonably impact the quoted price.

● Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs, are classified as Level 2 prices. These generally include certain U.S. Government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

The Fidelity Investments Money Market Government Portfolio - Class I, which is held by each Fund, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

● Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2019 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities Lending Upon lending its securities to third parties, each participating Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The

bridgeway.com 79

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due, resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

While securities are on loan, the Fund continues to receive dividends on the securities loaned and recognizes any unrealized gain or loss in the fair value of the securities loaned.

Securities lending transactions are entered into by a Fund under a Securities Lending Agreement which provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral or to offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a counterparty’s bankruptcy or insolvency.

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related cash collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. During the period ended December 31, 2019 the Blue Chip Fund and the Managed Volatility Fund did not have any securities lending transactions.

The following table is a summary of the Funds’ payable upon return of securities loaned and related cash collateral, which are subject to a netting agreement as of December 31, 2019:

							Gross Amount Not Offset in the Statement   of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets1		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments	Collateral Received		Net Amount
Aggressive Investors 1
Securities lending		$  6,937,723		-		$  6,937,723	-		$  6,937,723		-
Ultra-Small Company
Securities lending		$  1,618,090		-		$  1,618,090	-		$  1,618,090		-
Ultra-Small Company Market
Securities lending		$21,847,383		-		$21,847,383	-		$21,847,383		-
Small-Cap Growth
Securities lending		$  1,840,670		-		$  1,840,670	-		$  1,840,670		-
Small-Cap Value
Securities lending		$  3,409,392		-		$  3,409,392	-		$  3,409,392		-

¹  Securities loaned with a value of $40,115 and $184,240 in Small-Cap Value and Ultra-Small Company Market have been sold and are pending settlement on January 2, 2020, respectively.

80 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

The following table summarizes the securities received as non-cash collateral and cash collateral for securities lending:

	Non-Cash Collateral
Fund	Collateral Type	Coupon Range			Maturity Date Range		Market Value		Cash Collateral		Total Collateral		Market Value of Securities on Loan
Aggressive Investors 1
Securities lending	U.S.Gov’t Obligations		0.00% 8.50%	-		1/09/20- 11/15/49	$	12,751,217	$	6,937,723	$	19,688,940		$19,305,022
Ultra-Small Company
Securities lending	U.S.Gov’t Obligations		0.13% 3.13%	-		4/15/20- 05/15/47	$	1,021,922	$	1,618,090	$	2,640,012		$  2,512,696
Ultra-Small Company Market
Securities lending	U.S.Gov’t Obligations		0.00% 8.50%	-		1/09/20- 11/15/49	$	2,529,138	$	21,847,383	$	24,376,521		$23,625,032
Small-Cap Growth
Securities lending	U.S.Gov’t Obligations		0.00% 8.50%	-		1/09/20- 11/15/49	$	3,856,254	$	1,840,670	$	5,696,924		$  5,569,155
Small-Cap Value
Securities lending	U.S.Gov’t Obligations		0.00% 8.50%	-		1/09/20- 11/15/49	$	3,634,525	$	3,409,392	$	7,043,917		$  6,941,242

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2019 the collateral consisted of an institutional government money market fund and U.S. Government Obligations.

Use of Estimates in Financial Statements In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the disclosure of contingent assets and liabilities on the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk The Funds maintain cash and securities in their custody account maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

Risks and Uncertainties The Funds provide for various investment options, including stocks, bonds and call and put options. Such investments are exposed to risks, such as interest rate, market and credit risks. Due to the risks involved, it is at least reasonably possible that changes in risks in the near term would materially affect shareholders’ account values and the amounts reported in the financial statements.

Security Transactions, Investment Income and Expenses Security transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date. Particularly as related to the Managed Volatility Fund, discounts and premiums are accreted/amortized on the effective interest method.

Fund expenses that are not series-specific are allocated to each series based upon its relative proportion of net assets to the Funds’ total net assets or other appropriate basis.

Distributions to Shareholders The Funds pay dividends from net investment income and distribute realized capital gains annually, usually in December.

bridgeway.com 81

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

Derivatives

The Funds’ use of derivatives for the period ended December 31, 2019 was limited to futures contracts, purchased options, and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds, categorized by primary underlying risk.

Primary Underlying           Risk/Fund	Derivative Assets	Derivative Liabilities		Location on Statement of Assets and Liabilities
Equity Risk
Managed Volatility:
Written Put Options	-		$153,944	Put options written at value
Written Call Options	-		473,299	Call options written at value

Primary Underlying           Risk/Fund	Amount of Realized Gain (Loss) on Derivatives		Amount of Unrealized Gain (Loss) on Derivatives		Location of Gain (Loss) in the Statement of Operations
Equity Risk
Managed Volatility:
Written Options		$ 286,452			Realized Gain (Loss) on Written Options
					Change in Unrealized Appreciation
				$(92,451)	(Depreciation) on Written Options
Futures Contracts		$(946,532)		-	Realized Gain (Loss) on Futures Contracts

The derivative instruments outstanding as of December 31, 2019, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period, as disclosed in the Statements of Operations, serve as indicators of the volume of derivatives activity for the Funds.

Futures Contracts The Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or U.S. Government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counterparty risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of December 31, 2019, the Funds had no open futures contracts.

Options The Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to reduce the Fund’s volatility and provide some cash flow. An option is a contract conveying a right to buy or sell a financial instrument at a specified price during a stipulated period. The premium paid by a Fund for the purchase of a call or a put option is included in such Fund’s Schedule of Investments as an investment and subsequently marked-to-market to reflect the current market value of the option. When a Fund writes a call or a put option, an amount equal to the premium received by such Fund is included in its Statement of Assets and Liabilities as a liability and is subsequently marked-to-market to reflect the current market value of the option written. If an option that a Fund has written either expires on its stipulated expiration date, or if such Fund enters into a closing purchase transaction, that Fund realizes a gain (or a loss if the cost of a closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such options is extinguished. If a call option that a Fund has written is assigned,

82 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

such Fund realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a put option that a Fund has written is assigned, the amount of the premium originally received reduces the cost of the security that such Fund purchased upon exercise of the option. Buying calls increases a Fund’s exposure to the underlying security to the extent of any premium paid. Buying puts on a stock market index tends to limit a Fund’s exposure to a stock market decline. All options purchased by the Funds were listed on exchanges and considered liquid positions with readily available market quotes.

Covered Call Options and Secured Puts The Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis; that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security decline. All options were listed on exchanges and considered liquid positions with readily available market quotes.

Outstanding written options as of December 31, 2019 for the Managed Volatility Fund are included in the Schedule of Investments. The Aggressive Investors 1 Fund had no transactions in written options during the period ended December 31, 2019.

Indemnification Under the Company’s organizational documents, the Funds’ officers, directors, employees and agents are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts.

3. Advisory Fees, Other Related Party Transactions and Contingencies:

The Funds have entered into management agreements with the Adviser. As compensation for the advisory services rendered, facilities furnished, and expenses borne by the Adviser, the Funds pay the Adviser a fee pursuant to each Fund’s management agreement, as described below.

Aggressive Investors 1 Fund, Small-Cap Growth Fund and Small-Cap Value Fund each have management fees that are comprised of a base fee, which is applied to the Fund’s average annual net assets, and a performance adjustment, which adjusts the fee upward or downward depending on a Fund’s performance relative to the applicable market index over a rolling five-year performance period, and is applied to the Fund’s average daily net assets over this performance period.

Because the performance adjustment is based on a Fund’s performance relative to the applicable market index, and not the Fund’s absolute performance, the performance adjustment could increase the Adviser’s fee even if the Fund’s shares lose value over the performance period provided that the Fund outperformed its market index, or could decrease the Adviser’s fee even if the Fund’s shares increase in value during the performance period provided that the Fund underperformed its market index. Also, depending on a Fund’s performance relative to the applicable market index over the rolling five-year performance period, the performance adjustment could increase the Adviser’s fee even if the Fund has experienced underperformance relative to its market index in the short-term, or could decrease the Adviser’s fee even if the Fund has experienced outperformance relative to its market index in the short-term. However, no performance fee adjustment will be applied to the Adviser’s fee if the cumulative difference between a Fund’s performance and that of the applicable market index is less than or equal to 2% over the rolling five-year performance period.

Additionally, because the base fee is applied to average annual net assets, and the performance adjustment is calculated over a rolling five-year performance period, it is possible that if a Fund underperforms the applicable market index significantly over the performance period, and the Fund’s assets have declined significantly over that performance period, the negative performance adjustment may exceed the base fee. In this event, the Adviser would make a payment to the Fund.

Aggressive Investors 1: A total advisory fee is paid by the Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million, 0.85% of the next $500 million and 0.80% of any excess over $1 billion.

bridgeway.com 83

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

The Performance Adjustment equals 4.67% times the difference in cumulative total return between the Fund and the Standard and Poor’s 500 Composite Stock Price Index with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.70% to a maximum of +0.70%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund performance and the Index performance is less than or equal to 2%.

Ultra-Small Company: The Fund pays advisory fees based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million and 0.85% of any excess over $500 million. The management fees are computed daily and are payable monthly. However, during any period when the Fund’s net assets range from $27,500,000 to $55,000,000, the advisory fee will be determined as if the Fund had $55,000,000 under management. This is limited to a maximum annualized expense ratio of 1.49% of average net assets.

Ultra-Small Company Market: The Fund’s advisory fee is a flat 0.50% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Small-Cap Growth and Small-Cap Value: A total advisory fee is paid by each Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the annual rate of 0.60% of the value of each Fund’s average daily net assets.

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 2000 Growth Index for Small-Cap Growth Fund and the Russell 2000 Value Index for Small-Cap Value Fund, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund’s performance and the Index performance is less than or equal to 2%.

Blue Chip: The Fund’s advisory fee is a flat 0.08% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Managed Volatility: The Fund’s advisory fee is a flat 0.60% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Expense limitations: The Adviser has agreed to reimburse the Funds for operating expenses and management fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the period ended December 31, 2019. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation	Total Waivers and Reimbursements for Period Ended 12/31/19
Aggressive Investors 1	1.75%		$            -
Ultra-Small Company	1.85%		-
Ultra-Small Company Market	0.75%		88,783
Small-Cap Growth	0.94%		50,401
Small-Cap Value	0.94%		30,639
Blue Chip	0.15%		281,670
Managed Volatility	0.94%		52,955

Other Related Party Transactions: The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2019 were as follows:

84 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Aggressive Investors 1		$   550,849		$1,603,680
Ultra-Small Company		5,158,797		2,377,356
Ultra-Small Company Market		5,334,681		9,135,931
Small-Cap Growth		414,155		1,533,241
Small-Cap Value		757,830		1,753,029

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds, including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $775,000, payable in equal monthly installments. For the allocation of this expense to each of the Funds, please see the Statements of Operations.

Board of Directors Compensation Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, effective November 14, 2019, Independent Directors are paid $12,000 per meeting for meeting fees. Prior to November 14, 2019, the meeting fee was $11,000 per meeting. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

Independent Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

One director of Bridgeway, John Montgomery, is an owner and director of the Adviser. Under the 1940 Act definitions, he is considered to be an “affiliated person” of the Adviser and an “interested person” of the Adviser and of Bridgeway. Compensation for Mr. Montgomery is borne by the Adviser rather than the Funds.

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

bridgeway.com 85

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2019 were as follows:

	Purchases			Sales
Bridgeway Fund	U.S. Government	Other		U.S. Government	Other
Aggressive Investors 1	$    -		$100,991,525	$    -		$109,791,957
Ultra-Small Company	-		32,280,086	-		38,143,628
Ultra-Small Company Market	-		37,798,345	-		60,130,611
Small-Cap Growth	-		21,279,472	-		28,512,977
Small-Cap Value	-		18,774,633	-		27,856,896
Blue Chip	-		39,163,240	-		35,194,007
Managed Volatility	-		3,342,935	-		5,645,858

6. Federal Income Taxes

It is the Funds’ policy to continue to comply with the provisions of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), applicable to regulated investment companies, and to distribute income to the extent necessary so that the Funds are not subject to federal income tax. Therefore, no federal income tax provision is required.

86 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2019, were as follows:

	Aggressive Investors 1		Ultra-Small Company	Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)		$  20,385,308	$     9,345,103		$    57,803,565
Gross depreciation (excess of tax cost over value)		(5,263,970)	(13,952,023)		(28,097,102)
Net unrealized appreciation (depreciation)		$  15,121,338	$    (4,606,920)		$    29,706,463
Cost of investments for income tax purposes		$166,679,317	$   75,833,235		$  208,902,372

	Small-Cap Growth		Small-Cap Value
Gross appreciation (excess of value over tax cost)		$  5,134,257		$  5,130,933
Gross depreciation (excess of tax cost over value)		(1,128,040)		(2,690,784)
Net unrealized (depreciation)		$  4,006,217		$  2,440,149
Cost of investments for income tax purposes		$34,076,125		$44,977,088

	Blue Chip		Managed Volatility
Gross appreciation (excess of value over tax cost)		$298,496,839		$  7,991,948
Gross depreciation (excess of tax cost over value)		(4,866,431)		(164,955)
Net unrealized appreciation		$293,630,408		$  7,826,993
Cost of investments for income tax purposes		$264,379,039		$21,702,280

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and straddle loss deferrals and basis adjustments on investments in business development companies, partnerships and passive foreign investment companies (PFICs).

Classifications of Distributions Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes.

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2019 and June 30, 2018, respectively, are as follows:

	Aggressive Investors 1				Ultra-Small Company
	Year Ended June 30, 2019		Year Ended June 30, 2018		Year Ended June 30, 2019		Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$ 3,559,542		$   -		$     31,355		$1,299,999
Long-Term Capital Gain		14,282,874		-		8,945,451		614,549
Total		$17,842,416		$   -		$8,976,806		$1,914,548
	Ultra-Small Company Market				Small-Cap Growth
	Year Ended June 30, 2019		Year Ended June 30, 2018		Year Ended June 30, 2019		Year Ended June 30, 2018
Distributions paid from:
Ordinary Income	$	1,740,331	$	449,185		$   173,020		$98,928
Long-Term Capital Gain		36,117,247		43,056,482		4,355,880		-
Total	$	37,857,578	$	43,505,667		$4,528,900		$98,928

bridgeway.com 87

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

	Small-Cap Value						Blue Chip
	Year Ended June 30, 2019			Year Ended June 30, 2018			Year Ended June 30, 2019			Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$	1,650,853		$	547,906		$	11,830,171		$	11,665,340
Long-Term Capital Gain			7,514,056			-			52,980,363			15,737,305
Total		$	9,164,909		$	547,906		$	64,810,534		$	27,402,645
	Managed Volatility
	Year Ended June 30, 2019			Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$	630,480		$	194,557
Long-Term Capital Gain			1,265,342			-
Total		$	1,895,822		$	194,557

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds after June 30, 2011 will not be subject to expiration and will retain their character as either short-term or long-term capital losses.

As of June 30, 2019, the following Funds had capital loss carryovers available to offset future realized capital gains which are not subject to expiration:

	Short-term	Long-Term	Total
Aggressive Investors 1	$  42,262	$  -	$  42,262
Small-Cap Value	693,062	-	693,062

Components of Accumulated Earnings As of June 30, 2019, the components of accumulated earnings on a tax basis were:

	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Accumulated Net Investment Income		$	-			$	780,748			$	2,465,910
Accumulated Net Realized Gain (Loss) on Investments*			(11,829,915	)			(334,986	)			(2,376,226	)
Net Unrealized Appreciation of Investments			8,719,969				(6,546,159	)			24,516,913
Total		$	(3,109,946	)		$	(6,100,397	)		$	24,606,597

	Small-Cap Growth				Small-Cap Value
Accumulated Net Investment Income		$	-			$	-
Accumulated Net Realized Gain (Loss) on Investments*			(1,724,248	)			(3,088,648	)
Net Unrealized Appreciation of Investments			2,298,361				(1,843,681	)
Total		$	574,113			$	(4,932,329	)

88 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

	Blue Chip			Managed Volatility
Accumulated Net Investment Income		$	5,174,345		$	-
Accumulated Net Realized Gain (Loss) on Investments*			42,452,769			(222,268	)
Net Unrealized Appreciation of Investments			259,388,364			6,470,273
Total		$	307,015,478		$	6,248,005

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2020. The Small-Cap Growth Fund has elected to defer qualified ordinary late year losses of ($43,278). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Value, Blue Chip and Managed Volatility Funds have no deferred qualified ordinary late-year losses. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value and Managed Volatility Funds have elected to defer late-year short term capital losses of ($10,983,638), ($334,986), ($2,376,226), ($1,680,970), ($2,422,773) and ($401,870). The Blue Chip Fund has no deferred late-year short term capital losses. The Aggressive Investors 1, Small-Cap Value and Managed Volatility Funds have elected to defer late-year long term capital gains/(losses) of ($804,015), $27,187 and $179,602. The Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth and Blue Chip Funds have no deferred late-year long term capital losses.

For the fiscal year June 30, 2019, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Paid-In Capital		$	(14,282,874	)		$	67,893			$	214,427
Distributable Earnings			14,282,874				(67,893	)			(214,427	)

	Increase (Decrease)
	Small-Cap Growth				Small-Cap Value
Paid-In Capital		$	(2,198,309	)		$	(7,514,056	)
Distributable Earnings			2,198,309				7,514,056
	Increase (Decrease)
	Blue Chip				Managed Volatility
Paid-In Capital		$	6,068,315				$(189,367)
Distributable Earnings			(6,068,315	)			189,367

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes, excess distributions, the write-off of unused net operating loss, and redesignation of dividends paid and investments in PFICs.

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in the individual Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 10, 2020. Advances under the Facility are limited to $15,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a facility fee of 0.085% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-Month Eurodollar Rate. The facility fees

bridgeway.com 89

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2019 (Unaudited)

are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the period ended December 31, 2019, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate			Weighted Average Loan Balance		Number of Days Outstanding		Interest Expense Incurred1		Maximum Amount Borrowed During the Period
Aggressive Investors 1		3.11	%		$ 770,097		31		$2,064		$2,806,000
Ultra-Small Company		3.25	%		354,961		102		3,271		920,000
Ultra-Small Company Market		3.20	%		1,098,474		78		7,617		2,828,000
Small-Cap Growth		3.35	%		298,978		92		2,559		1,509,000
Small-Cap Value		3.13	%		1,768,684		19		2,923		4,953,000
Blue Chip		3.21	%		560,262		42		2,101		3,272,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On December 31, 2019, Ultra-Small Company Market and Small-Cap Value had loans outstanding in the amounts of $1,178,000 and $248,000, respectively, exclusive of interest payable on the loans.

8. Redemption Fees

In Ultra-Small Company Market Fund, a 2% redemption fee may be charged on shares held less than six months. The fee is charged for the benefit of the remaining shareholders and will be paid to the Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital.

9. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

90 Semi-Annual Report  |  December 31, 2019 (Unaudited)

OTHER INFORMATION

December 31, 2019 (Unaudited)

1. Proxy Voting

Fund policies and procedures used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2019 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

2. Fund Holdings

The complete schedules of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ Semi-Annual and Annual Shareholder Reports, respectively.

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to Form N-PORT within 60 days after the end of the period. Copies of the Funds’ Form N-PORT exhibit are available without charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov. You may also review and copy the Funds’ Form N-PORT exhibit at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call 1-800-SEC-0330.

bridgeway.com 91

DISCLOSURE OF FUND EXPENSES

December 31, 2019 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market Fund under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2019 and held until December 31, 2019.

Actual Expenses. The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds, because other funds may also have transaction costs, such as sales charges, redemption fees or exchange fees.

	Beginning Account Value at 7/1/19		Ending Account Value at 12/31/19		Expense Ratio		Expenses Paid During Period* 7/1/19 - 12/31/19
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return		$1,000.00		$1,030.10		0.32%		$1.63
Hypothetical Fund Return		$1,000.00		$1,023.53		0.32%		$1.63
Bridgeway Ultra-Small Company Fund
Actual Fund Return		$1,000.00		$1,016.30		1.29%		$6.54
Hypothetical Fund Return		$1,000.00		$1,018.65		1.29%		$6.55
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return		$1,000.00		$1,038.40		0.75%		$3.84
Hypothetical Fund Return		$1,000.00		$1,021.37		0.75%		$3.81
Bridgeway Small-Cap Growth Fund
Actual Fund Return		$1,000.00		$1,045.30		0.94%		$4.83
Hypothetical Fund Return		$1,000.00		$1,020.41		0.94%		$4.77
Bridgeway Small-Cap Value Fund
Actual Fund Return		$1,000.00		$1,081.00		0.94%		$4.92
Hypothetical Fund Return		$1,000.00		$1,020.41		0.94%		$4.77
Bridgeway Blue Chip Fund
Actual Fund Return		$1,000.00		$1,106.80		0.15%		$0.79
Hypothetical Fund Return		$1,000.00		$1,024.38		0.15%		$0.76

92 Semi-Annual Report  |  December 31, 2019 (Unaudited)

DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2019 (Unaudited)

	Beginning Account Value at 7/1/19		Ending Account Value at 12/31/19		Expense Ratio		Expenses Paid During Period* 7/1/19 - 12/31/19
Bridgeway Managed Volatility
Actual Fund Return		$1,000.00		$1,031.80		0.94%		$4.80
Hypothetical Fund Return		$1,000.00		$1,020.41		0.94%		$4.77

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (184) divided by the number of days in the fiscal year (366).

bridgeway.com 93

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAIs) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds are also available on the SEC’s website at www.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address: publicinfo@sec.gov.

A no-load mutual fund family

Semi-Annual Report

December 31, 2019 (Unaudited)

OMNI SMALL-CAP VALUE	BOSVX
OMNI TAX-MANAGED SMALL-CAP VALUE	BOTSX

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (bridgeway.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 800-661-3550.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 800-661-3550 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or to all Funds held with the fund complex if you invest directly with a Fund.

bridgeway.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
OMNI SMALL-CAP VALUE FUND
Manager’s Commentary	3
Schedule of Investments	7
OMNI TAX-MANAGED SMALL-CAP VALUE FUND
Manager’s Commentary	17
Schedule of Investments	21
STATEMENTS OF ASSETS AND LIABILITIES	31
STATEMENTS OF OPERATIONS	32
STATEMENTS OF CHANGES IN NET ASSETS	33
FINANCIAL HIGHLIGHTS	34
Notes to Financial Statements	36
Other Information	43
Disclosure of Fund Expenses	44

Bridgeway Funds Standardized Returns as of December 31, 2019 (Unaudited)

			Annualized
							Gross	Net
Fund1	Quarter	Six Months	1 Year	5 Years	Inception   to Date	Inception   Date	Expense   Ratio2	Expense   Ratio2
Omni Small-Cap Value	9.07%	6.73%	13.89%	4.67%	10.17%	8/31/2011	0.72%	0.62%
Omni Tax-Managed Small-Cap Value	9.37%	7.63%	14.28%	5.19%	8.25%	12/31/2010	0.72%	0.60%

¹  Some of the Fund’s fees were waived or expenses reimbursed; otherwise, returns would have been lower. The Adviser is contractually obligated to waive fees and/or reimburse expenses. Any material change to this Fund policy would require a vote by shareholders.

²  Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2019.

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit our website at bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding a Fund’s risks, objectives, fees and expenses, experience of its management, and other information. Investors should read the prospectus carefully before investing in a Fund. For questions or other Fund information, call 1-800-661-3550 or visit the Funds’ website at bridgeway.com. Funds are available for purchase by residents of the United States, Puerto Rico, U.S. Virgin Islands and Guam only.

The views expressed here are exclusively those of Fund management. These views, including those relating to the market, sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature.

  i   bridgeway.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2019

Dear Fellow Shareholders,

At Bridgeway, we have a shared passion for applying logic, data and evidence to develop investment solutions. Our Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are constructed based on fundamental academic research that relies on market efficiency to better capture risk premiums. We manage these Funds to provide broad diversification within the small-cap value universe and to keep transaction fees and expenses low. Bridgeway offers the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds through a select group of advisors. We are committed to advisors and their clients who take a long-term perspective and whose investment goals fit our unique expertise: delivering investment solutions that are statistically driven and grounded in academic theory.

Thank you for your investment in Bridgeway’s Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds.

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva

bridgeway.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Market Review

Performance across domestic equity markets was positive for the December 2019 quarter. Broad market returns for the quarter rose +9.10% as represented by the Russell 3000 Index.

For the calendar year ended December 31, 2019, broad market stocks advanced 31.02%, as represented by the Russell 3000 Index. Growth stocks outperformed value stocks in all size categories, and larger stocks outperformed their smaller peers. As result, large-cap growth stocks, as represented by the Russell 1000 Growth Index, had the best 12-month performance, returning +36.39%. Small-cap value stocks, as represented by the Russell 2000 Value Index, had the year’s worst performance, returning +22.39%.

The following table presents returns for broad market, small-cap, mid-cap, and large-cap stocks, as represented by various style-based Russell Indexes. Size (market capitalization) and style (value/growth) are among the key factors that drive differences in returns among U.S. stock returns.

Russell Style-Based Indexes Ranked by Performance for the Quarter and Calendar Year Ended December 31, 2019

	Quarter	Calendar Year
Best              Performing	+11.39% Russell 2000 Growth Index	+36.39% Russell 1000 Growth Index
	+10.67% Russell 3000 Growth Index	+35.85% Russell 3000 Growth Index
	+10.62% Russell 1000 Growth Index	+35.47% Russell Midcap Growth Index
	+8.49% Russell 2000 Value Index	+28.48% Russell 2000 Growth Index
	+8.17% Russell Midcap Growth Index	+27.06% Russell Midcap Value Index
	+7.48% Russell 3000 Value Index	+26.54% Russell 1000 Value Index
	+7.41% Russell 1000 Value Index	+26.26% Russell 3000 Value Index
Worst              Performing	+6.36% Russell Midcap Value Index	+22.39% Russell 2000 Value Index

The Bridgeway Omni Funds are asset class exposure strategies that seek broad diversification and strive for risk premium exposure. These Funds were designed to capture the size and style benefits within the small-cap value asset class.

2 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +9.07%, outperforming our primary market benchmark, the Russell 2000 Value Index (+8.49%).

For the calendar year, our Fund returned +13.89%, underperforming the Russell 2000 Value Index (+22.39%).

The table below presents our December quarter, six-month, one-year, five-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

				Annualized
					Since Inception
	Quarter	6 Months	1 Year	5 Years	(8/31/11)
Omni Small-Cap Value Fund	9.07%	6.73%	13.89%	4.67%	10.17%
Russell 2000 Value Index	8.49%	7.87%	22.39%	6.99%	11.06%

Performance figures quoted in the table above and the graph on the next page represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above and the graph on the next page do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgeway.com 3

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 31, 2011 to December 31, 2019

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2019, we held 628 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s tilt toward smaller stocks in the small-cap value universe was a leading contributor to relative results, as smaller stocks outperformed their larger counterparts during the quarter. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also helped relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to both these types of stocks added to relative results.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics was a leading detractor from relative performance. A tilt toward smaller stocks in the small-cap value universe also hurt relative results, as smaller stocks underperformed their larger counterparts for the 12-month period.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. Our lack of exposure to REITs hurt relative results, but the Fund’s relative performance benefited slightly from the lack of exposure to Utilities stocks.

4 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	Group 1 Automotive, Inc.	Consumer Discretionary	0.8%
2	Aircastle, Ltd.	Industrials	0.8%
3	TTM Technologies, Inc.	Information Technology	0.8%
4	Meritage Homes Corp.	Consumer Discretionary	0.7%
5	Gray Television, Inc.	Communication Services	0.7%
6	Scorpio Tankers, Inc.	Energy	0.7%
7	BMC Stock Holdings, Inc.	Industrials	0.7%
8	Insight Enterprises, Inc.	Information Technology	0.6%
9	Prestige Consumer Healthcare, Inc.	Health Care	0.6%
10	Rush Enterprises, Inc., Class A	Industrials	0.6%
	Total		7.0%

Industry Sector Representation as of December 31, 2019

	% of Net Assets		% of Russell 2000         Value Index		Difference
Communication Services		4.0%		2.2%		1.8%
Consumer Discretionary		13.4%		9.7%		3.7%
Consumer Staples		4.2%		2.7%		1.5%
Energy		14.2%		5.8%		8.4%
Financials		31.5%		30.2%		1.3%
Health Care		2.9%		5.4%		-2.5%
Industrials		15.1%		12.7%		2.4%
Information Technology		7.9%		9.6%		-1.7%
Materials		5.9%		4.7%		1.2%
Real Estate		0.2%		11.1%		-10.9%
Utilities		0.0%		5.9%		-5.9%
Cash & Other Assets		0.7%		0.0%		0.7%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

bridgeway.com 5

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Omni Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

6 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
COMMON STOCKS - 99.25%
Communication Services - 3.96%
A.H. Belo Corp., Class A		65,500	$	184,710
Alaska Communications Systems Group, Inc.*		377,100		667,467
AMC Entertainment Holdings, Inc., Class A+		306,900		2,221,956
ATN International, Inc.		28,500		1,578,615
Consolidated Communications Holdings, Inc.+		299,000		1,160,120
Cumulus Media, Inc., Class A*		89,000		1,563,730
DHI Group, Inc.*		231,900		698,019
Emerald Expositions Events, Inc.+		70,000		738,500
Emmis Communications Corp., Class A*		102,700		413,881
Entercom Communications Corp., Class A		363,695		1,687,545
Entravision Communications Corp., Class A		190,300		498,586
Eros International PLC*+		237,750		805,972
EW Scripps Co. (The), Class A+		175,500		2,757,105
Fluent, Inc.*		187,900		469,750
Gannett Co., Inc.+		355,212		2,266,253
Gray Television, Inc.*		346,200		7,422,528
Liberty TripAdvisor Holdings, Inc., Class A*		55,000		404,250
Marcus Corp. (The)		82,250		2,613,082
Meet Group, Inc. (The)*+		179,500		899,295
Meredith Corp.+		150,000		4,870,500
Saga Communications, Inc., Class A+		20,761		631,134
Salem Media Group, Inc.		89,800		129,312
Scholastic Corp.+		131,490		5,055,790
Townsquare Media, Inc., Class A		120,000		1,196,400
Urban One, Inc.*		101,800		193,420
				41,127,920
Consumer Discretionary - 13.37%
Abercrombie & Fitch Co., Class A+		150,000		2,593,500
Adtalem Global Education, Inc.*+		117,500		4,108,975
AMCON Distributing Co.		1,350		97,213
American Axle & Manufacturing Holdings, Inc.*		392,200		4,220,072
American Outdoor Brands Corp.*		184,327		1,710,555
American Public Education, Inc.*		57,600		1,577,664
Ark Restaurants Corp.		12,600		279,720

Industry   Company	Shares		Value
Consumer Discretionary (continued)
Barnes & Noble Education, Inc.*		186,824	$	797,738
Bassett Furniture Industries, Inc.		77,400		1,291,032
BBX Capital Corp.		326,039		1,555,206
Beazer Homes USA, Inc.*		120,000		1,695,600
Bed Bath & Beyond, Inc.+		65,000		1,124,500
Big Lots, Inc.+		125,000		3,590,000
Biglari Holdings, Inc., Class B*		7,500		858,150
Build-A-Bear Workshop, Inc.*+		49,500		160,380
Caleres, Inc.+		168,500		4,001,875
Canterbury Park Holding Corp.		3,900		48,360
Carriage Services, Inc.		40,000		1,024,000
Carrols Restaurant Group, Inc.*+		137,600		970,080
Cato Corp. (The), Class A		65,000		1,131,000
Century Casinos, Inc.*		124,600		986,832
Chico’s FAS, Inc.+		216,200		823,722
China Automotive Systems, Inc.*		77,500		244,125
China XD Plastics Co., Ltd.*		100,000		179,000
Citi Trends, Inc.		78,840		1,822,781
Conn’s, Inc.*+		90,500		1,121,295
Container Store Group, Inc. (The)*+		141,150		595,653
Cooper Tire & Rubber Co.		143,250		4,118,437
Crown Crafts, Inc.		21,050		129,457
Culp, Inc.		30,000		408,600
Del Taco Restaurants, Inc.*		182,300		1,441,081
Delta Apparel, Inc.*		29,900		929,890
Destination XL Group, Inc.*		89,800		114,944
Dillard’s, Inc., Class A+		68,000		4,996,640
Dixie Group, Inc. (The)*		34,800		39,672
Ethan Allen Interiors, Inc.		82,500		1,572,450
Express, Inc.*+		197,000		959,390
Fiesta Restaurant Group, Inc.*+		60,000		593,400
Flanigan’s Enterprises, Inc.		2,500		55,350
Flexsteel Industries, Inc.		6,800		135,456
Fossil Group, Inc.*+		162,300		1,278,924
Full House Resorts, Inc.*		71,000		237,850
GameStop Corp., Class A+		350,000		2,128,000
Genesco, Inc.*+		73,500		3,522,120
G-III Apparel Group, Ltd.*+		115,000		3,852,500
Golden Entertainment, Inc.*		64,500		1,239,690
Good Times Restaurants, Inc.*+		106,000		168,540
Group 1 Automotive, Inc.+		84,000		8,400,000
Haverty Furniture Cos., Inc.		98,400		1,983,744

bridgeway.com 7

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Hibbett Sports, Inc.*+		76,900	$	2,156,276
Houghton Mifflin Harcourt Co.*		383,600		2,397,500
J Alexander’s Holdings, Inc.*		55,650		532,014
J. Jill, Inc.+		145,000		163,850
JAKKS Pacific, Inc.*		118,700		122,261
K12, Inc.*		151,917		3,091,511
Lands’ End, Inc.*+		92,600		1,555,680
Libbey, Inc.*		60,000		87,000
Lifetime Brands, Inc.		41,150		285,992
Live Ventures, Inc.*+		3,200		24,064
MarineMax, Inc.*		87,000		1,452,030
Meritage Homes Corp.*		123,442		7,543,541
Modine Manufacturing Co.*		235,800		1,815,660
Movado Group, Inc.+		75,000		1,630,500
Office Depot, Inc.		1,385,000		3,794,900
P&F Industries, Inc., Class A		696		4,775
Party City Holdco, Inc.*+		258,200		604,188
Playa Hotels & Resorts NV*		481,800		4,047,120
Red Robin Gourmet Burgers, Inc.*+		51,000		1,684,020
Rent-A-Center, Inc.		8,700		250,908
Rocky Brands, Inc.+		28,300		832,869
RTW RetailWinds, Inc.*		165,400		132,485
Sequential Brands Group, Inc.*		155,000		53,088
Shiloh Industries, Inc.*		71,500		254,540
Shoe Carnival, Inc.+		63,600		2,371,008
Signet Jewelers, Ltd.+		105,000		2,282,700
Sonic Automotive, Inc., Class A		132,600		4,110,600
SORL Auto Parts, Inc.*+		129,900		576,756
Sportsman’s Warehouse Holdings, Inc.*		100,000		803,000
Stein Mart, Inc.*		83,200		55,677
Strattec Security Corp.		18,800		417,548
Superior Group of Cos., Inc.		36,200		490,148
Tandy Leather Factory, Inc.*+		22,700		129,617
Tilly’s, Inc., Class A		88,300		1,081,675
TravelCenters of America, Inc.*		62,640		1,074,276
TRI Pointe Group, Inc.*+		266,000		4,144,280
Tuesday Morning Corp.*		148,700		275,095
Vera Bradley, Inc.*+		149,200		1,760,560
Vista Outdoor, Inc.*		164,087		1,227,371
VOXX International Corp.*		75,100		328,938
William Lyon Homes, Class A*		80,500		1,608,390
ZAGG, Inc.*+		75,000		608,250
Zumiez, Inc.*		119,400		4,124,076
				138,901,900

Industry   Company	Shares		Value
Consumer Staples - 4.16%
Alico, Inc.		25,761	$	923,017
Andersons, Inc. (The)+		88,100		2,227,168
B&G Foods, Inc.+		185,000		3,317,050
Central Garden & Pet Co.*		10,000		310,700
Central Garden & Pet Co., Class A*		80,000		2,348,800
Coffee Holding Co., Inc.*+		23,000		105,800
Cott Corp.		351,300		4,805,784
Edgewell Personal Care Co.*		133,000		4,117,680
Fresh Del Monte Produce, Inc.		178,500		6,243,930
Hostess Brands, Inc.*		367,300		5,340,542
Ingles Markets, Inc., Class A		79,900		3,796,049
Mannatech, Inc.		8,400		131,544
Natural Alternatives International, Inc.*		18,100		144,438
Natural Grocers by Vitamin Cottage, Inc.		25,000		246,750
Nature’s Sunshine Products, Inc.*		15,000		133,950
Seneca Foods Corp., Class A*+		40,100		1,635,679
SpartanNash Co.		120,946		1,722,271
Village Super Market, Inc., Class A		74,009		1,717,009
Weis Markets, Inc.+		97,625		3,952,836
				43,220,997
Energy - 14.19%
Adams Resources & Energy, Inc.		23,100		879,417
Amplify Energy Corp.+		119,400		789,234
Arch Coal, Inc., Class A+		61,000		4,376,140
Archrock, Inc.		447,000		4,487,880
Ardmore Shipping Corp.*		172,688		1,562,826
Berry Petroleum Corp.		310,000		2,923,300
Bonanza Creek Energy, Inc.*+		90,000		2,100,600
Callon Petroleum Co.*+		993,025		4,796,311
Comstock Resources, Inc.*+		292,800		2,409,744
CONSOL Energy, Inc.*+		103,600		1,503,236
Contango Oil & Gas Co.*+		142,000		521,140
Contura Energy, Inc.*		55,800		504,990
Dawson Geophysical Co.*		45,600		109,440
Denbury Resources, Inc.*+		1,480,000		2,086,800
DHT Holdings, Inc.		542,322		4,490,426
Diamond Offshore Drilling, Inc.*+		260,000		1,869,400
Dorian LPG, Ltd.*		175,500		2,716,740

8 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Earthstone Energy, Inc., Class A*+		187,000	$	1,183,710
Energy Transfer LP		31,313		401,746
Epsilon Energy, Ltd.*		90,000		297,000
Era Group, Inc.*		144,800		1,472,616
Exterran Corp.*		97,200		761,076
Extraction Oil & Gas, Inc.*+		332,000		703,840
Frontline, Ltd.+		180,000		2,314,800
GasLog, Ltd.		314,300		3,076,997
Golar LNG, Ltd.+		165,000		2,346,300
Goodrich Petroleum Corp.*		33,000		331,320
Gran Tierra Energy, Inc.*+		1,244,400		1,605,276
Green Plains, Inc.+		140,200		2,163,286
Gulfport Energy Corp.*+		507,000		1,541,280
Hallador Energy Co.		166,600		494,802
Helix Energy Solutions Group, Inc.*+		670,500		6,456,915
Independence Contract Drilling, Inc.*		183,319		182,732
Lonestar Resources US, Inc., Class A*		109,250		285,142
Mammoth Energy Services, Inc.+		121,400		267,080
Matrix Service Co.*		70,300		1,608,464
McDermott International, Inc.*+		250,131		169,239
Mitcham Industries, Inc.*		15,100		43,337
Montage Resources Corp.*+		69,213		549,551
Nabors Industries, Ltd.+		810,000		2,332,800
NACCO Industries, Inc., Class A		37,245		1,744,183
National Energy Services Reunited Corp.*+		202,700		1,848,624
Natural Gas Services Group, Inc.*		68,800		843,488
Navigator Holdings, Ltd.*		200,000		2,694,000
Newpark Resources, Inc.*+		305,000		1,912,350
NexTier Oilfield Solutions, Inc.*		200,000		1,340,000
Nine Energy Service, Inc.*+		55,000		430,100
Noble Corp. PLC*		237,200		289,384
Nordic American Tankers, Ltd.		521,200		2,564,304
Northern Oil and Gas, Inc.*+		1,335,700		3,125,538
Oceaneering International, Inc.*		150,000		2,236,500
Oil States International, Inc.*		121,000		1,973,510
Overseas Shipholding Group, Inc., Class A*		453,300		1,042,590
Par Pacific Holdings, Inc.*		119,900		2,786,476
Penn Virginia Corp.*		56,000		1,699,600

Industry   Company	Shares		Value
Energy (continued)
Profire Energy, Inc.*		34,700	$	50,315
ProPetro Holding Corp.*		242,500		2,728,125
QEP Resources, Inc.+		575,000		2,587,500
Ranger Energy Services, Inc.*		38,400		247,296
Renewable Energy Group, Inc.*+		163,885		4,416,701
REX American Resources Corp.*		33,920		2,780,083
Ring Energy, Inc.*+		50,000		132,000
SandRidge Energy, Inc.*		70,100		297,224
Scorpio Tankers, Inc.+		182,967		7,197,922
SEACOR Holdings, Inc.*		62,400		2,692,560
Select Energy Services, Inc., Class A*		360,000		3,340,800
SFL Corp., Ltd.+		434,400		6,316,176
SilverBow Resources, Inc.*		15,000		148,500
Smart Sand, Inc.*+		117,000		294,840
Solaris Oilfield Infrastructure, Inc., Class A+		182,300		2,552,200
Southwestern Energy Co.*+		1,000,000		2,420,000
SRC Energy, Inc.*		608,500		2,507,020
Talos Energy, Inc.*+		162,000		4,884,300
Teekay Corp.+		340,000		1,808,800
Teekay Tankers, Ltd., Class A*+		125,925		3,018,422
TETRA Technologies, Inc.*		150,000		294,000
TransAtlantic Petroleum, Ltd.*		35,000		17,090
US Silica Holdings, Inc.+		120,000		738,000
VAALCO Energy, Inc.*		300,000		666,000
				147,383,454
Financials - 31.48%
1347 Property Insurance Holdings, Inc.*+		24,300		134,136
1st Constitution Bancorp+		33,000		730,290
1st Source Corp.		36,547		1,896,058
ACNB Corp.		5,000		189,100
Allegiance Bancshares, Inc.*+		66,000		2,481,600
A-Mark Precious Metals, Inc.*+		5,000		41,350
Amerant Bancorp, Inc.*		139,000		3,028,810
American National Bankshares, Inc.		21,752		860,727
American River Bankshares		21,300		316,731
Ameris Bancorp		20,898		889,001
AmeriServ Financial, Inc.+		138,000		579,600

bridgeway.com 9

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Argo Group International Holdings, Ltd.		71,884	$	4,726,373
Arlington Asset Investment Corp., Class A+		88,900		495,173
Atlantic Capital Bancshares, Inc.*		109,800		2,014,830
B. Riley Financial, Inc.		402		10,122
Banc of California, Inc.		179,500		3,083,810
Banco Latinoamericano de Comercio Exterior SA, Class E		132,000		2,822,160
Bancorp 34, Inc.+		15,400		235,158
Bancorp, Inc. (The)*		169,500		2,198,415
Bank of Commerce Holdings		56,200		650,234
Bank of Princeton (The)		2,500		78,725
BankFinancial Corp.		10,212		133,573
Bar Harbor Bankshares		61,966		1,573,317
BCB Bancorp, Inc.		60,400		832,916
Berkshire Hills Bancorp, Inc.		164,801		5,418,657
Boston Private Financial Holdings, Inc.		260,000		3,127,800
Bryn Mawr Bank Corp.		10,000		412,400
Byline Bancorp, Inc.		100,000		1,957,000
C&F Financial Corp.		10,500		580,965
Cadence BanCorp.		166,000		3,009,580
Camden National Corp.		30,100		1,386,406
Capital City Bank Group, Inc.		83,150		2,536,075
Capstar Financial Holdings, Inc.		29,000		482,850
Carter Bank & Trust*		92,000		2,182,240
CB Financial Services, Inc.		14,000		421,960
Central Pacific Financial Corp.		15,000		443,700
Central Valley Community Bancorp		50,000		1,083,500
Century Bancorp, Inc., Class A		15,200		1,367,392
Chemung Financial Corp.		22,000		935,000
Citizens Community Bancorp, Inc.+		40,000		488,800
Citizens, Inc.*+		106,040		715,770
Civista Bancshares, Inc.		57,523		1,380,552
CNB Financial Corp.		73,800		2,411,784
Codorus Valley Bancorp, Inc.		16,122		371,290
Colony Bankcorp, Inc.		1,500		24,750
Community Bankers Trust Corp.		40,800		362,304
Community Financial Corp. (The)		12,500		444,625

Industry   Company	Shares		Value
Financials (continued)
Community Trust Bancorp, Inc.		20,000	$	932,800
Community West Bancshares		2,000		22,200
ConnectOne Bancorp, Inc.		105,200		2,705,744
Consumer Portfolio Services, Inc.*		191,650		645,860
County Bancorp, Inc.+		12,237		313,634
Cowen, Inc., Class A*+		154,100		2,427,075
Customers Bancorp, Inc.*		81,700		1,945,277
Dime Community Bancshares, Inc.		97,900		2,045,131
Donegal Group, Inc., Class A+		169,000		2,504,580
Donnelley Financial Solutions, Inc.*		39,100		409,377
Eagle Bancorp Montana, Inc.		29,000		620,310
Elevate Credit, Inc.*		135,600		603,420
Emclaire Financial Corp.+		200		6,506
Employers Holdings, Inc.		114,900		4,797,075
Encore Capital Group, Inc.*+		114,500		4,048,720
Enova International, Inc.*		152,807		3,676,536
Entegra Financial Corp.*		25,000		754,000
Enterprise Bancorp, Inc.		33,275		1,127,024
Equity Bancshares, Inc., Class A*		36,000		1,111,320
ESSA Bancorp, Inc.		55,200		935,640
Evans Bancorp, Inc.		12,808		513,601
EZCORP, Inc., Class A*+		149,169		1,017,333
Farmers National Banc Corp.+		150		2,448
FB Financial Corp.		75,000		2,969,250
FBL Financial Group, Inc., Class A		75,806		4,467,248
Federal Agricultural Mortgage Corp., Class C		34,000		2,839,000
FedNat Holding Co.		50,900		846,467
Financial Institutions, Inc.		68,000		2,182,800
First BanCorp Puerto Rico		566,400		5,998,176
First Bank		82,000		906,100
First Busey Corp.		165,100		4,540,250
First Business Financial Services, Inc.		42,400		1,116,392
First Capital, Inc.+		35		2,555
First Choice Bancorp		40,000		1,078,400
First Community Bankshares, Inc.		30,000		930,600
First Community Corp.		600		12,966
First Financial Corp.		43,862		2,005,371

10 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Financial Northwest, Inc.		35,182	$	525,619
First Foundation, Inc.		159,300		2,771,820
First Guaranty Bancshares, Inc.		10,620		231,197
First Internet Bancorp		14,500		343,795
First Mid Bancshares, Inc.		11,600		408,900
First Northwest Bancorp		2,000		36,260
First of Long Island Corp. (The)		14,600		366,168
First United Corp.		21,876		526,993
First US Bancshares, Inc.		4,368		50,712
Flushing Financial Corp.		82,297		1,778,027
Franklin Financial Network, Inc.		40,000		1,373,200
Franklin Financial Services Corp.		100		3,869
FS Bancorp, Inc.		9,150		583,678
FSB Bancorp, Inc.*+		1,000		17,200
GAIN Capital Holdings, Inc.+		71,605		282,840
Global Indemnity, Ltd.		44,100		1,306,683
Great Southern Bancorp, Inc.		36,900		2,336,508
Hanmi Financial Corp.		93,000		1,859,535
Hawthorn Bancshares, Inc.		16,981		433,016
Heartland Financial USA, Inc.		108,900		5,416,686
Hennessy Advisors, Inc.+		4,000		40,320
Heritage Insurance Holdings, Inc.		95,600		1,266,700
Hilltop Holdings, Inc.		221,100		5,512,023
Hingham Institution for Savings		30		6,306
HMN Financial, Inc.*		23,800		500,038
Home Bancorp, Inc.		47,994		1,880,885
HomeStreet, Inc.*		112,200		3,814,800
Hope Bancorp, Inc.		325,000		4,829,500
Horace Mann Educators Corp.		107,000		4,671,620
Horizon Bancorp, Inc.		172,887		3,284,853
Howard Bancorp, Inc.*		96,000		1,620,480
Independence Holding Co.		15,050		633,304
INTL. FCStone, Inc.*		18,800		918,004
James River Group Holdings, Ltd.		112,200		4,623,762
Kingstone Cos., Inc.		12,100		93,775
Ladenburg Thalmann Financial Services, Inc.		423,400		1,473,432
Lakeland Bancorp, Inc.		131,750		2,289,815
Landmark Bancorp, Inc.		14,569		364,953

Industry   Company	Shares		Value
Financials (continued)
LCNB Corp.		18,000	$	347,400
Limestone Bancorp, Inc.*+		12,500		225,000
Live Oak Bancshares, Inc.+		63,600		1,209,036
Luther Burbank Corp.+		212,900		2,454,737
Mackinac Financial Corp.		40,800		712,368
Manning & Napier, Inc.+		209,000		363,660
Marlin Business Services Corp.		51,280		1,127,134
Mercantile Bank Corp.		2,200		80,234
Merchants Bancorp+		55,000		1,084,050
Meta Financial Group, Inc.		143,931		5,254,921
Metropolitan Bank Holding Corp.*		26,400		1,273,272
Mid Penn Bancorp, Inc.		12,300		354,240
Middlefield Banc Corp.+		34,000		887,060
Midland States Bancorp, Inc.		78,658		2,277,936
MidWestOne Financial Group, Inc.		49,860		1,806,428
MMA Capital Holdings, Inc.*		4,700		149,460
Mr Cooper Group, Inc.*		262,066		3,278,446
MutualFirst Financial, Inc.		18,900		749,763
MVB Financial Corp.		42,718		1,064,533
National Holdings Corp.*		2,000		5,100
National Security Group, Inc. (The)		200		2,982
National Western Life Group, Inc., Class A		12,714		3,698,248
Nicholas Financial, Inc.*+		43,400		357,616
Nicolet Bankshares, Inc.*+		19,355		1,429,367
Northeast Bank		37,500		824,625
Northrim BanCorp, Inc.		30,445		1,166,044
OceanFirst Financial Corp.		150,000		3,831,000
Ocwen Financial Corp.*		645,000		883,650
OFG Bancorp		181,000		4,273,410
Old Point Financial Corp.+		1,000		27,490
Old Second Bancorp, Inc.		88,550		1,192,768
On Deck Capital, Inc.*		207,700		859,878
OP Bancorp		47,600		493,612
Oppenheimer Holdings, Inc., Class A		54,493		1,497,468
Opus Bank		133,000		3,440,710
Orrstown Financial Services, Inc.		35,500		803,010
Ottawa Bancorp, Inc.+		1,000		13,830
Pacific Mercantile Bancorp*		82,086		666,538
Pacific Premier Bancorp, Inc.		15,800		515,159
Parke Bancorp, Inc.		61,909		1,571,870
Pathfinder Bancorp, Inc.		3,000		41,700

bridgeway.com 11

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Patriot National Bancorp, Inc.+		13,000	$	165,880
PB Bancorp, Inc.+		15,500		234,980
PCB Bancorp		47,600		822,528
Peapack Gladstone Financial Corp.		75,894		2,345,125
Penns Woods Bancorp, Inc.		3,034		107,889
PennyMac Financial Services, Inc.		103,900		3,536,756
Peoples Bancorp of North Carolina, Inc.+		24,017		788,958
Peoples Bancorp, Inc.		73,400		2,544,044
Peoples Financial Services Corp.		22,900		1,153,015
People’s United Financial, Inc.		170,975		2,889,478
Piper Sandler Cos.		51,400		4,108,916
PRA Group, Inc.*+		67,000		2,432,100
Premier Financial Bancorp, Inc.		79,650		1,444,851
Protective Insurance Corp., Class B		75,300		1,211,577
Provident Financial Holdings, Inc.		51,000		1,116,900
Provident Financial Services, Inc.		118,900		2,930,885
Prudential Bancorp, Inc.		4,600		85,238
QCR Holdings, Inc.		42,500		1,864,050
RBB Bancorp		60,000		1,270,200
Regional Management Corp.*		65,000		1,951,950
Reliant Bancorp, Inc.		45,000		1,000,800
Republic Bancorp, Inc., Class A		66,142		3,095,446
Riverview Bancorp, Inc.		87,000		714,270
Safety Insurance Group, Inc.+		2,356		218,001
Salisbury Bancorp, Inc.		2,183		99,698
Sandy Spring Bancorp, Inc.		111,900		4,238,772
SB Financial Group, Inc.		30,400		598,576
SB One Bancorp		32,300		804,916
Security National Financial Corp., Class A*		95,147		556,610
Severn Bancorp, Inc.		35,000		325,850
Shore Bancshares, Inc.		67,012		1,163,328
SmartFinancial, Inc.		45,000		1,064,250
Sound Financial Bancorp, Inc.		1,000		36,000
Southern Missouri Bancorp, Inc.		11,000		421,960
Southern National Bancorp of Virginia, Inc.		101,858		1,665,378

Industry   Company	Shares		Value
Financials (continued)
Standard AVB Financial Corp.+		25,900	$	776,223
Sterling Bancorp, Inc.		180,000		1,458,000
Summit Financial Group, Inc.		29,515		799,561
Sutter Rock Capital Corp.+		63,900		418,545
Territorial Bancorp, Inc.		21,200		655,928
Third Point Reinsurance, Ltd.*		252,600		2,657,352
Timberland Bancorp, Inc.+		35,300		1,049,822
Tiptree, Inc.		135,200		1,100,528
TriState Capital Holdings, Inc.*+		70,000		1,828,400
Triumph Bancorp, Inc.*		16,500		627,330
Two River Bancorp		36,205		810,992
United Bancshares, Inc.+		1,000		22,710
United Community Financial Corp.		43,524		507,490
United Fire Group, Inc.		78,800		3,445,924
United Insurance Holdings Corp.		72,200		910,442
Unity Bancorp, Inc.		48,367		1,091,643
Universal Insurance Holdings, Inc.		112,516		3,149,323
Univest Financial Corp.		120,479		3,226,428
Veritex Holdings, Inc.		52,930		1,541,851
Waddell & Reed Financial, Inc., Class A+		222,000		3,711,840
Walker & Dunlop, Inc.		84,475		5,463,843
Waterstone Financial, Inc.		49,000		932,470
Wellesley Bank+		1,000		45,010
WesBanco, Inc.		50,996		1,927,139
Western New England Bancorp, Inc.		165,000		1,588,950
World Acceptance Corp.*+		33,600		2,903,040
				327,041,783
Health Care - 2.93%
Acorda Therapeutics, Inc.*+		112,000		228,480
AMAG Pharmaceuticals, Inc.*+		50,000		608,500
Assertio Therapeutics, Inc.*		137,200		171,500
Brookdale Senior Living, Inc.*		646,000		4,696,420
Cross Country Healthcare, Inc.*		111,350		1,293,887
CynergisTek, Inc.*+		60,000		198,000
FONAR Corp.*		30,400		598,576
InfuSystem Holdings, Inc.*		71,100		606,483
Kewaunee Scientific Corp.+		3,000		40,350
Lannett Co., Inc.*+		150,000		1,323,000

12 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Magellan Health, Inc.*		78,300	$	6,126,975
Mallinckrodt PLC*+		359,000		1,252,910
Owens & Minor, Inc.		150,000		775,500
Prestige Consumer Healthcare, Inc.*+		161,800		6,552,900
Surgery Partners, Inc.*		152,241		2,383,333
Tivity Health, Inc.*+		60,000		1,220,700
Triple-S Management Corp., Class B*		128,550		2,376,890
				30,454,404
Industrials - 15.14%
Acacia Research Corp.*		166,000		441,560
ACCO Brands Corp.		364,300		3,409,848
Aegion Corp.*		99,341		2,222,258
AeroCentury Corp.*		4,300		19,350
Air T, Inc.*		4,200		84,630
Aircastle, Ltd.		261,100		8,357,811
Alpha Pro Tech, Ltd.*		20,743		71,148
Apogee Enterprises, Inc.		84,300		2,739,750
ARC Document Solutions, Inc.*		50,000		69,500
ArcBest Corp.		104,500		2,884,200
Armstrong Flooring, Inc.*		62,100		265,167
Art’s-Way Manufacturing Co., Inc.*		15,000		26,700
Atlas Air Worldwide Holdings, Inc.*		58,800		1,621,116
BMC Stock Holdings, Inc.*		240,300		6,894,207
Caesarstone, Ltd.		110,600		1,666,742
CAI International, Inc.*		104,600		3,031,308
Chicago Rivet & Machine Co.		1,000		25,797
Commercial Vehicle Group, Inc.*		102,300		649,605
CompX International, Inc.		1,000		14,590
Costamare, Inc.		488,200		4,652,546
Covenant Transportation Group, Inc., Class A*		51,100		660,467
DLH Holdings Corp.*		83,500		349,865
Ducommun, Inc.*		35,550		1,796,341
Eagle Bulk Shipping, Inc.*+		305,000		1,403,000
Eastern Co. (The)		18,401		561,783
Echo Global Logistics, Inc.*		90,000		1,863,000
Ecology and Environment, Inc., Class A		34,500		534,750
Ennis, Inc.		66,892		1,448,212
EnPro Industries, Inc.+		64,800		4,333,824
Foundation Building Materials, Inc.*		105,200		2,035,620

Industry   Company	Shares		Value
Industrials (continued)
Fuel Tech, Inc.*		115,000	$	107,180
Genco Shipping & Trading, Ltd.		120,400		1,278,648
General Finance Corp.*		115,764		1,281,507
GMS, Inc.*		149,000		4,034,920
Goldfield Corp. (The)*		121,000		429,550
Great Lakes Dredge & Dock Corp.*		220,550		2,498,831
Greenbrier Cos., Inc. (The)		102,800		3,333,804
Hawaiian Holdings, Inc.+		133,000		3,895,570
HC2 Holdings, Inc.*+		100,600		218,302
Heidrick & Struggles International, Inc.		60,000		1,950,000
Herc Holdings, Inc.*		84,500		4,135,430
Hertz Global Holdings, Inc.*+		374,474		5,897,966
Hillenbrand, Inc.		33,852		1,127,610
Hub Group, Inc., Class A*		122,000		6,257,380
Hurco Cos., Inc.		27,857		1,068,595
IES Holdings, Inc.*		1,467		37,643
Kelly Services, Inc., Class A+		143,800		3,247,004
LB Foster Co., Class A*		19,800		383,724
Limbach Holdings, Inc.*		32,800		123,984
LS Starrett Co. (The), Class A*+		15,000		85,800
LSI Industries, Inc.+		83,900		507,595
Lydall, Inc.*		50,000		1,026,000
Marten Transport, Ltd.		162,561		3,493,436
Matson, Inc.		137,100		5,593,680
Matthews International Corp., Class A+		100,000		3,817,000
Mesa Air Group, Inc.*		47,600		425,544
Miller Industries, Inc.		7,300		271,049
Mistras Group, Inc.*		98,200		1,401,314
MRC Global, Inc.*+		205,000		2,796,200
MYR Group, Inc.*		50,000		1,629,500
Navios Maritime Holdings, Inc.*		40,000		179,200
NL Industries, Inc.*		5,000		19,550
NN, Inc.		50,000		462,500
NOW, Inc.*+		332,200		3,733,928
Orion Group Holdings, Inc.*		60,472		313,850
PAM Transportation Services, Inc.*		22,805		1,316,077
Pangaea Logistics Solutions, Ltd.		2,000		5,900
Park-Ohio Holdings Corp.		47,300		1,591,645
Patriot Transportation Holding, Inc.*		7,500		146,100

bridgeway.com 13

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Preformed Line Products Co.		6,535	$	394,387
Quanex Building Products Corp.		75,000		1,281,000
Rush Enterprises, Inc., Class A		139,600		6,491,400
Rush Enterprises, Inc., Class B		46,500		2,125,050
Safe Bulkers, Inc.*		225,200		382,840
Scorpio Bulkers, Inc.		265,000		1,688,050
Servotronics, Inc.		1,000		10,060
Spartan Motors, Inc.		10,000		180,800
Sterling Construction Co., Inc.*		100,000		1,408,000
Team, Inc.*+		100,700		1,608,179
Textainer Group Holdings, Ltd.*		124,900		1,337,679
Titan Machinery, Inc.*		83,900		1,240,042
TrueBlue, Inc.*		125,650		3,023,139
Tutor Perini Corp.*+		115,900		1,490,474
Ultralife Corp.*		22,400		165,536
Universal Logistics Holdings, Inc.		20,000		379,200
USA Truck, Inc.*		23,800		177,310
Vectrus, Inc.*		38,000		1,947,880
Veritiv Corp.*		69,600		1,369,032
VSE Corp.		23,600		897,744
Wabash National Corp.		172,400		2,532,556
Willis Lease Finance Corp.*		48,400		2,851,244
				157,239,813
Information Technology - 7.88%
Alpha & Omega
Semiconductor, Ltd.*		214,244		2,918,003
Amkor Technology, Inc.*		497,291		6,464,783
Avaya Holdings Corp.*+		350,500		4,731,750
Aviat Networks, Inc.*		20,200		283,810
Benchmark Electronics, Inc.		134,000		4,604,240
Comtech Telecommuni-cations Corp.		111,015		3,939,922
CSP, Inc.		5,150		67,207
Diodes, Inc.*+		56,899		3,207,397
Finjan Holdings, Inc.*		193,200		388,332
Ichor Holdings, Ltd.*		50,000		1,663,500
Innodata, Inc.*		68,000		77,520
Insight Enterprises, Inc.*+		94,700		6,656,463
inTEST Corp.*		55,000		327,250
KEMET Corp.+		188,750		5,105,688
Key Tronic Corp.*		47,500		258,400
Kimball Electronics, Inc.*		84,200		1,477,710
Methode Electronics, Inc.		35,900		1,412,665
Mind CTI, Ltd.		200		483

Industry   Company	Shares		Value
Information Technology (continued)
NeoPhotonics Corp.*		160,000	$	1,411,200
NetSol Technologies, Inc.*		39,800		159,200
Network-1 Technologies, Inc.		70,000		152,600
Nortech Systems, Inc.*+		1,500		7,290
PC-Tel, Inc.		29,250		247,748
Photronics, Inc.*		271,050		4,271,748
Ribbon Communications, Inc.*+		240,100		744,310
Sanmina Corp.*		135,100		4,625,824
ScanSource, Inc.*		108,500		4,009,075
Steel Connect, Inc.*		170,600		249,076
Sykes Enterprises, Inc.*		81,734		3,023,341
Synacor, Inc.*		135,400		205,808
Synaptics, Inc.*+		74,500		4,899,865
TiVo Corp.+		308,000		2,611,840
Trio-Tech International*		21,800		86,982
TSR, Inc.*		1,000		3,570
TTM Technologies, Inc.*+		520,153		7,828,303
Ultra Clean Holdings, Inc.*+		143,700		3,372,639
Wayside Technology Group, Inc.		16,400		265,680
Westell Technologies, Inc., Class A*		66,100		59,160
				81,820,382
Materials - 5.90%
Advanced Emissions Solutions, Inc.+		37,500		393,750
AdvanSix, Inc.*		90,000		1,796,400
Boise Cascade Co.		78,500		2,867,605
Caledonia Mining Corp. PLC		1,200		10,104
Carpenter Technology Corp.+		18,100		901,018
Clearwater Paper Corp.*		50,000		1,068,000
Core Molding Technologies, Inc.*		17,000		55,250
Forterra, Inc.*		200,000		2,312,000
Friedman Industries, Inc.		52,100		313,642
FutureFuel Corp.		102,800		1,273,692
Gulf Resources, Inc.*		81,200		41,420
Hecla Mining Co.		1,272,000		4,312,080
Innophos Holdings, Inc.		15,000		479,700
Intrepid Potash, Inc.*		458,500		1,242,535
Kraton Corp.*		142,150		3,599,238
Kronos Worldwide, Inc.		80,000		1,072,000
LSB Industries, Inc.*		74,600		313,320
Materion Corp.		18,600		1,105,770
Mercer International, Inc.+		226,250		2,782,875
O-I Glass, Inc.+		487,000		5,809,910

14 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Olympic Steel, Inc.		30,000	$	537,600
PH Glatfelter Co.		159,400		2,917,020
Ramaco Resources, Inc.*+		70,700		253,106
Rayonier Advanced Materials, Inc.+		126,700		486,528
Resolute Forest Products, Inc.*		312,000		1,310,400
Ryerson Holding Corp.*		115,000		1,360,450
Schnitzer Steel Industries, Inc., Class A+		99,700		2,161,496
Schweitzer-Mauduit International, Inc.		56,000		2,351,440
SunCoke Energy, Inc.+		234,700		1,462,181
Trecora Resources*		11,600		82,940
Tredegar Corp.		101,700		2,272,995
Trinseo SA		100,000		3,721,000
Tronox Holdings PLC, Class A+		362,185		4,136,153
Universal Stainless & Alloy Products, Inc.*+		22,450		334,505
Verso Corp., Class A*		50,000		901,500
Warrior Met Coal, Inc.		250,000		5,282,500
				61,322,123
Real Estate - 0.24%
Altisource Portfolio Solutions SA*+		83,400		1,612,122
Consolidated-Tomoka Land Co.		15,400		928,928
				2,541,050
TOTAL COMMON STOCKS - 99.25%				1,031,053,826
(Cost $ 923,967,856)
EXCHANGE TRADED FUND - 0.51%
iShares Russell 2000 Value ETF		41,300		5,310,354
TOTAL EXCHANGE TRADED FUND - 0.51%				5,310,354
(Cost $ 4,438,399)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		2,218		5,478
TOTAL PREFERRED STOCK - 0.00%				5,478
(Cost $ 4,613)
RIGHTS - 0.00%
Pan American Silver Corp., CVR, expiring 02/22/24*D		150,000		—
TheStreet, Inc., CVR, expiring 02/03/20*D		14,249		—

Industry   Company				Shares		Value
Newstar Financial, Inc.*D					120,000		$6,000
TOTAL RIGHTS - 0.00%							6,000
(Cost $119,956)
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*					11,644		594
Eagle Bulk Shipping, Inc., expiring 10/15/21*					3,317		15
TOTAL WARRANTS - 0.00%							609
(Cost $106,728)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.40%
Fidelity Investments Money Market Government Portfolio Class I		1.49	%		4,168,764		4,168,764
TOTAL MONEY MARKET FUND - 0.40%							4,168,764
(Cost $4,168,764)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.86%
Fidelity Investments Money Market Government Portfolio Class I**		1.49	%		40,105,807		40,105,807
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.86%							40,105,807
(Cost $40,105,807)
TOTAL INVESTMENTS - 104.02%							$1,080,650,838
(Cost $972,912,123)
Liabilities in Excess of Other Assets - (4.02%)							(41,722,935	)
NET ASSETS - 100.00%							$1,038,927,903

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

*** Security is perpetual and has no stated maturity date.

^ Rate disclosed as of December 31, 2019.

D Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan as of December 31, 2019. Total loaned securities had a value of $88,133,148 as of December 31, 2019. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Rights

PLC - Public Limited Company

bridgeway.com 15

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Industrials	$	162,514,973	$	534,750	$	—	$	163,049,723
Other Industries (a)		868,004,103		—		—		868,004,103
Total Common Stocks		1,030,519,076		534,750		—		1,031,053,826
Exchange Traded Fund		5,310,354		—		—		5,310,354
Preferred Stock		—		5,478		—		5,478
Rights		—		—		6,000		6,000
Warrants		609		—		—		609
Money Market Fund		—		4,168,764		—		4,168,764
Investments Purchased with Cash Proceeds from Securities Lending		—		40,105,807		—		40,105,807
TOTAL	$	1,035,830,039	$	44,814,799	$	6,000	$	1,080,650,838

(a) - please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

	Investment in Securities (Value)
	Rights
Balance as of 06/30/2019		$8,400
Purchases		1,282
Return of Capital		(2,172	)
Realized gain/(loss)		—
Change in unrealized appreciation/ (depreciation)		(1,510	)
Transfers in		—
Transfers out		—
Balance as of 12/31/2019		$6,000
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2019		$(1,510	)

See Notes to Financial Statements.

16 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2019

Dear Fellow Omni Tax-Managed Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2019, our Fund returned +9.37%, outperforming our primary market benchmark, the Russell 2000 Value Index (+8.49%).

For the calendar year, our Fund returned +14.28%, underperforming the Russell 2000 Value Index (+22.39%).

The table below presents our December quarter, six-month, one-year, five-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2019

				Annualized
	Quarter	6 Months	1 Year	5 Years	Since Inception   (12/31/10)
Omni Tax-Managed Small-Cap Value Fund	9.37%	7.63%	14.28%	5.19%	8.25%
Russell 2000 Value Index	8.49%	7.87%	22.39%	6.99%	9.12%

Performance figures quoted in the table above and the graph on the next page represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above and the graph on the next page do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgeway.com 17

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception December 31, 2010 to December 31, 2019

Detailed Explanation of Quarterly Performance

The Omni Tax-Managed Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” We also seek to minimize the distribution of capital gains within the constraints of the investment objective. As of December 31, 2019, we held 621 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s tilt toward smaller stocks in the small-cap value universe boosted relative returns during a quarter when smaller stocks outperformed their larger counterparts. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also improved relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to REITs and Utilities stocks benefited relative results.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics detracted from relative results during the

12-month period. A tilt toward smaller stocks in the small-cap value universe also hurt relative results, as smaller stocks under-performed their larger counterparts.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. Lack of exposure to REITs hurt relative results, but the lack of exposure to Utilities stocks slightly helped relative performance.

18 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2019

Rank	Description	Industry	% of Net Assets
1	Renewable Energy Group, Inc.	Energy	0.9%
2	Aircastle, Ltd.	Industrials	0.8%
3	Amkor Technology, Inc.	Information Technology	0.8%
4	Insight Enterprises, Inc.	Information Technology	0.7%
5	Gray Television, Inc.	Communication Services	0.7%
6	Prestige Consumer Healthcare, Inc.	Health Care	0.7%
7	Scorpio Tankers, Inc.	Energy	0.7%
8	First BanCorp Puerto Rico	Financials	0.7%
9	BMC Stock Holdings, Inc.	Industrials	0.6%
10	Magellan Health, Inc.	Health Care	0.6%
	Total		7.2%

Industry Sector Representation as of December 31, 2019

	% of Net Assets		% of Russell 2000           Value Index		Difference
Communication Services		4.2%		2.2%		2.0%
Consumer Discretionary		13.2%		9.7%		3.5%
Consumer Staples		4.1%		2.7%		1.4%
Energy		14.8%		5.8%		9.0%
Financials		31.7%		30.2%		1.5%
Health Care		3.5%		5.4%		-1.9%
Industrials		14.9%		12.7%		2.2%
Information Technology		7.3%		9.6%		-2.3%
Materials		5.9%		4.7%		1.2%
Real Estate		0.3%		11.1%		-10.8%
Utilities		0.0%		5.9%		-5.9%
Cash & Other Assets		0.1%		0.0%		0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

bridgeway.com 19

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Omni Tax-Managed Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

20 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
COMMON STOCKS - 99.83%
Communication Services - 4.22%
A.H. Belo Corp., Class A		39,000		$    109,980
Alaska Communications Systems Group, Inc.*		314,187		556,111
AMC Entertainment Holdings, Inc., Class A+		207,763		1,504,204
ATN International, Inc.		22,000		1,218,580
Consolidated Communications Holdings, Inc.+		125,000		485,000
Cumulus Media, Inc., Class A*		60,500		1,062,985
DHI Group, Inc.*		147,000		442,470
Emerald Expositions Events, Inc.+		100,300		1,058,165
Emmis Communications Corp., Class A*		57,200		230,516
Entercom Communications Corp., Class A		229,130		1,063,163
Entravision Communications Corp., Class A		147,600		386,712
EW Scripps Co. (The), Class A+		156,100		2,452,331
Fluent, Inc.*		195,200		488,000
Gannett Co., Inc.+		215,163		1,372,740
Gray Television, Inc.*		232,100		4,976,224
Liberty TripAdvisor Holdings, Inc., Class A*		115,000		845,250
Marcus Corp. (The)		92,054		2,924,556
Meet Group, Inc. (The)*+		120,500		603,705
Meredith Corp.+		92,000		2,987,240
Saga Communications, Inc., Class A		14,100		428,640
Salem Media Group, Inc.		4,352		6,267
Scholastic Corp.		88,450		3,400,902
Townsquare Media, Inc., Class A		100,100		997,997
Urban One, Inc.*		140,000		266,000
				29,867,738
Consumer Discretionary - 13.18%
Abercrombie & Fitch Co., Class A+		139,600		2,413,684
Adtalem Global Education, Inc.*+		90,000		3,147,300
AMCON Distributing Co.		1,350		97,214
American Axle & Manufacturing Holdings, Inc.*		259,850		2,795,986
American Outdoor Brands Corp.*		144,000		1,336,320
American Public Education, Inc.*		37,700		1,032,603

Industry   Company	Shares		Value
Consumer Discretionary (continued)
Ark Restaurants Corp.		8,500		$   188,700
Barnes & Noble Education, Inc.*		129,960		554,929
Bassett Furniture Industries, Inc.		49,859		831,648
BBX Capital Corp.		193,018		920,696
Beazer Homes USA, Inc.*+		85,000		1,201,050
Bed Bath & Beyond, Inc.+		202,500		3,503,250
Big Lots, Inc.+		80,500		2,311,960
Biglari Holdings, Inc., Class B*		5,000		572,100
Build-A-Bear Workshop, Inc.*		35,000		113,400
Caleres, Inc.+		80,000		1,900,000
Canterbury Park Holding Corp.		511		6,336
Carriage Services, Inc.		7,700		197,120
Carrols Restaurant Group, Inc.*		87,400		616,170
Cato Corp. (The), Class A		73,500		1,278,900
Century Casinos, Inc.*		79,200		627,264
Chico’s FAS, Inc.+		216,200		823,722
China Automotive Systems, Inc.*		29,200		91,980
China XD Plastics Co., Ltd.*		108,400		194,036
Citi Trends, Inc.		31,020		717,182
Conn’s, Inc.*+		84,000		1,040,760
Container Store Group, Inc. (The)*		93,550		394,781
Cooper Tire & Rubber Co.		90,550		2,603,313
Cooper-Standard Holdings, Inc.*		32,000		1,061,120
Crown Crafts, Inc.		30,050		184,808
Culp, Inc.		20,000		272,400
Del Taco Restaurants, Inc.*		117,600		929,628
Delta Apparel, Inc.*		23,700		737,070
Destination XL Group, Inc.*		72,200		92,416
Dillard’s, Inc., Class A+		50,500		3,710,740
Dixie Group, Inc. (The)*		23,400		26,676
Ethan Allen Interiors, Inc.		67,600		1,288,456
Express, Inc.*+		144,000		701,280
Fiesta Restaurant Group, Inc.*		40,000		395,600
Flanigan’s Enterprises, Inc.		2,500		55,350
Fossil Group, Inc.*		115,500		910,140
Full House Resorts, Inc.*		70,000		234,500
GameStop Corp., Class A+		140,000		851,200
Genesco, Inc.*+		51,500		2,467,880
G-III Apparel Group, Ltd.*+		75,600		2,532,600
Golden Entertainment, Inc.*		47,000		903,340

bridgeway.com 21

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Good Times Restaurants, Inc.*		4,300		$      6,837
Group 1 Automotive, Inc.+		43,300		4,330,000
Hamilton Beach Brands Holding Co., Class A		3,500		66,850
Haverty Furniture Cos., Inc.		69,659		1,404,325
Hibbett Sports, Inc.*+		41,500		1,163,660
Houghton Mifflin Harcourt Co.*		218,000		1,362,500
J Alexander’s Holdings, Inc.*		45,250		432,590
J. Jill, Inc.+		137,500		155,375
JAKKS Pacific, Inc.*		75,000		77,250
K12, Inc.*		102,350		2,082,822
Lands’ End, Inc.*+		57,900		972,720
Lifetime Brands, Inc.		37,449		260,271
Live Ventures, Inc.*		3,200		24,064
MarineMax, Inc.*		54,000		901,260
MDC Holdings, Inc.		16,904		645,057
Meritage Homes Corp.*		72,100		4,406,031
Modine Manufacturing Co.*		58,900		453,530
Movado Group, Inc.+		61,600		1,339,184
Office Depot, Inc.		965,000		2,644,100
P&F Industries, Inc., Class A		492		3,375
Party City Holdco, Inc.*+		140,300		328,302
Playa Hotels & Resorts NV*		324,300		2,724,120
Red Robin Gourmet Burgers, Inc.*		34,800		1,149,096
Rent-A-Center, Inc.		83,200		2,399,488
Rocky Brands, Inc.		24,550		722,506
RTW RetailWinds, Inc.*		145,700		116,706
Sequential Brands Group, Inc.*		70,000		23,975
Shiloh Industries, Inc.*		35,900		127,804
Shoe Carnival, Inc.+		35,600		1,327,168
Signet Jewelers, Ltd.		25,000		543,500
Sonic Automotive, Inc., Class A		70,000		2,170,000
SORL Auto Parts, Inc.*+		74,129		329,133
Sportsman’s Warehouse Holdings, Inc.*		59,400		476,982
Strattec Security Corp.		17,300		384,233
Superior Group of Cos., Inc.		25,400		343,916
Tandy Leather Factory, Inc.*		14,700		83,937
Tilly’s, Inc., Class A		67,400		825,650
TravelCenters of America, Inc.*		28,730		492,720
TRI Pointe Group, Inc.*+		65,000		1,012,700
Tuesday Morning Corp.*		74,000		136,900
Unique Fabricating, Inc.		15,000		57,900
Vera Bradley, Inc.*		75,500		890,900
Vista Outdoor, Inc.*		98,000		733,040
VOXX International Corp.*		52,164		228,478

Industry   Company	Shares		Value
Consumer Discretionary (continued)
William Lyon Homes, Class A*		93,697		$  1,872,066
ZAGG, Inc.*+		50,000		405,500
Zumiez, Inc.*		50,900		1,758,086
				93,264,215
Consumer Staples - 4.09%
Alico, Inc.		19,100		684,353
Andersons, Inc. (The)		82,216		2,078,420
B&G Foods, Inc.+		127,000		2,277,110
Central Garden & Pet Co.*		7,000		217,490
Central Garden & Pet Co., Class A*		80,000		2,348,800
Coffee Holding Co., Inc.*		10,000		46,000
Cott Corp.		220,000		3,009,600
Edgewell Personal Care Co.*		64,000		1,981,440
Fresh Del Monte Produce, Inc.		121,000		4,232,580
Hostess Brands, Inc.*		230,000		3,344,200
Ingles Markets, Inc., Class A		50,950		2,420,634
Mannatech, Inc.		25,700		402,462
Natural Alternatives International, Inc.*		16,800		134,064
Natural Grocers by Vitamin Cottage, Inc.		25,000		246,750
Nature’s Sunshine Products, Inc.*		11,000		98,230
Seneca Foods Corp., Class A*		23,150		944,288
SpartanNash Co.		56,182		800,032
Village Super Market, Inc., Class A		39,900		925,680
Weis Markets, Inc.+		67,100		2,716,879
				28,909,012
Energy - 14.76%
Adams Resources & Energy, Inc.		10,600		403,542
Amplify Energy Corp.		141,000		932,010
Arch Coal, Inc., Class A		44,400		3,185,256
Archrock, Inc.		299,500		3,006,980
Ardmore Shipping Corp.*		30,000		271,500
Berry Petroleum Corp.		192,000		1,810,560
Bonanza Creek Energy, Inc.*+		56,800		1,325,712
Callon Petroleum Co.*+		420,050		2,028,842
Comstock Resources, Inc.*+		214,000		1,761,220
CONSOL Energy, Inc.*+		77,500		1,124,525
Contango Oil & Gas Co.*+		195,000		715,650
Contura Energy, Inc.*		36,700		332,135

22 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Dawson Geophysical Co.*		28,000		$    67,200
Denbury Resources, Inc.*+		1,138,000		1,604,580
DHT Holdings, Inc.		406,800		3,368,304
Diamond Offshore Drilling, Inc.*+		259,700		1,867,243
Dorian LPG, Ltd.*		154,029		2,384,369
Earthstone Energy, Inc., Class A*		90,000		569,700
Energy Transfer LP		124,785		1,600,992
Epsilon Energy, Ltd.*		60,000		198,000
Era Group, Inc.*		74,900		761,733
Exterran Corp.*		70,000		548,100
Frontline, Ltd.+		225,000		2,893,500
GasLog, Ltd.		198,137		1,939,761
Golar LNG, Ltd.+		150,000		2,133,000
Goodrich Petroleum Corp.*		22,000		220,880
Gran Tierra Energy, Inc.*		324,500		418,605
Green Plains, Inc.+		101,950		1,573,088
Gulfport Energy Corp.*+		310,000		942,400
Hallador Energy Co.		42,600		126,522
Helix Energy Solutions Group, Inc.*		400,500		3,856,815
Lonestar Resources US, Inc., Class A*		67,450		176,044
Matrix Service Co.*		44,000		1,006,720
Mitcham Industries, Inc.*		5,000		14,350
Montage Resources Corp.*		25,053		198,921
Nabors Industries, Ltd.+		240,000		691,200
NACCO Industries, Inc., Class A		31,450		1,472,804
National Energy Services Reunited Corp.*		133,000		1,212,960
Natural Gas Services Group, Inc.*		53,288		653,311
Navigator Holdings, Ltd.*		114,100		1,536,927
Newpark Resources, Inc.*+		208,000		1,304,160
NexTier Oilfield Solutions, Inc.*		120,000		804,000
Nine Energy Service, Inc.*+		37,700		294,814
Noble Corp. PLC*		901,800		1,100,196
Nordic American Tankers, Ltd.		328,800		1,617,696
Northern Oil and Gas, Inc.*		910,000		2,129,400
Oceaneering International, Inc.*		175,000		2,609,250
Oil States International, Inc.*		78,000		1,272,180
Overseas Shipholding Group, Inc., Class A*		255,916		588,607
Par Pacific Holdings, Inc.*		110,300		2,563,372
Penn Virginia Corp.*		36,000		1,092,600
Profire Energy, Inc.*		100,000		145,000
ProPetro Holding Corp.*		139,810		1,572,862

Industry   Company	Shares		Value
Energy (continued)
QEP Resources, Inc.+		364,000		$    1,638,000
Ranger Energy Services, Inc.*		23,500		151,340
Renewable Energy Group, Inc.*+		236,319		6,368,797
REX American Resources Corp.*		25,250		2,069,490
Scorpio Tankers, Inc.		122,190		4,806,955
SEACOR Holdings, Inc.*		42,700		1,842,505
Select Energy Services, Inc., Class A*		190,000		1,763,200
SFL Corp., Ltd.+		275,500		4,005,770
SilverBow Resources, Inc.*		50,500		499,950
Smart Sand, Inc.*+		75,000		189,000
Solaris Oilfield Infrastructure, Inc., Class A+		124,300		1,740,200
Southwestern Energy Co.*+		725,000		1,754,500
SRC Energy, Inc.*		397,000		1,635,640
Talos Energy, Inc.*+		107,200		3,232,080
Teekay Corp.+		245,000		1,303,400
Teekay Tankers, Ltd., Class A*		85,000		2,037,450
TETRA Technologies, Inc.*		100,000		196,000
US Silica Holdings, Inc.+		129,500		796,425
VAALCO Energy, Inc.*		155,000		344,100
				104,404,900
Financials - 31.69%
1347 Property Insurance Holdings, Inc.*		17,500		96,600
1st Constitution Bancorp		25,250		558,783
1st Source Corp.		11,320		587,282
ACNB Corp.		3,600		136,152
Allegiance Bancshares, Inc.*		43,331		1,629,246
A-Mark Precious Metals, Inc.*		11,500		95,105
Amerant Bancorp, Inc.*+		96,000		2,091,840
American National Bankshares, Inc.		4,565		180,637
American River Bankshares		20,744		308,463
Ameris Bancorp		19,120		813,365
AmeriServ Financial, Inc.		66,000		277,200
Argo Group International Holdings, Ltd.		51,394		3,379,156
Arlington Asset Investment Corp., Class A		72,600		404,382
Associated Capital Group, Inc., Class A+		10,000		392,000
Atlantic Capital Bancshares, Inc.*		52,933		971,321
Banc of California, Inc.		118,000		2,027,240

bridgeway.com 23

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Banco Latinoamericano de Comercio Exterior SA, Class E		13,388		$  286,235
Bancorp 34, Inc.+		9,300		142,011
Bancorp, Inc. (The)*		151,800		1,968,846
Bank of Commerce Holdings		34,800		402,636
Bank of Princeton (The)		12,500		393,625
BankFinancial Corp.		3,000		39,240
Banner Corp.		3,000		169,770
Bar Harbor Bankshares		34,541		876,996
BCB Bancorp, Inc.		38,900		536,431
Berkshire Hills Bancorp, Inc.		107,410		3,531,641
Blue Capital Reinsurance Holdings, Ltd.		12,700		87,122
Boston Private Financial Holdings, Inc.		177,800		2,138,934
Bryn Mawr Bank Corp.		6,500		268,060
Byline Bancorp, Inc.		65,000		1,272,050
C&F Financial Corp.		7,400		409,442
Cadence BanCorp.+		60,000		1,087,800
Camden National Corp.		33,779		1,555,861
Capital City Bank Group, Inc.		55,750		1,700,375
Capstar Financial Holdings, Inc.		29,900		497,835
Carter Bank & Trust*		63,000		1,494,360
CB Financial Services, Inc.		13,500		406,890
Central Pacific Financial Corp.		6,496		192,152
Central Valley Community Bancorp		51,000		1,105,170
Century Bancorp, Inc., Class A		6,800		611,728
Chemung Financial Corp.		12,293		522,453
Citizens Community Bancorp, Inc.		32,000		391,040
Citizens Holding Co.		3,400		74,392
Citizens, Inc.*+		17,200		116,100
Civista Bancshares, Inc.		31,921		766,104
CNB Financial Corp.		60,800		1,986,944
Codorus Valley Bancorp, Inc.		12,971		298,722
Colony Bankcorp, Inc.+		1,500		24,750
Community Bankers Trust Corp.		48,000		426,240
Community Financial Corp. (The)		4,840		172,159
Community Trust Bancorp, Inc.		3,000		139,920
Community West Bancshares		11,000		122,100
ConnectOne Bancorp, Inc.		80,200		2,062,744

Industry   Company	Shares		Value
Financials (continued)
Consumer Portfolio Services, Inc.*		97,000		$  326,890
County Bancorp, Inc.		8,700		222,981
Cowen, Inc., Class A*+		104,700		1,649,025
Customers Bancorp, Inc.*		58,500		1,392,885
Dime Community Bancshares, Inc.		67,000		1,399,630
Donegal Group, Inc., Class A		104,100		1,542,762
Donnelley Financial Solutions, Inc.*		59,000		617,730
Eagle Bancorp Montana, Inc.		19,000		406,410
Elevate Credit, Inc.*		90,000		400,500
Emclaire Financial Corp.		200		6,506
Employers Holdings, Inc.		75,900		3,168,825
Encore Capital Group, Inc.*+		78,200		2,765,152
Enova International, Inc.*		92,400		2,223,144
Entegra Financial Corp.*		23,600		711,776
Enterprise Bancorp, Inc.		27,475		930,578
Equity Bancshares, Inc., Class A*		28,500		879,795
ESSA Bancorp, Inc.		39,000		661,050
Evans Bancorp, Inc.		21,500		862,150
EZCORP, Inc., Class A*+		145,100		989,582
Farmers National Banc Corp.+		150		2,448
FB Financial Corp.		48,000		1,900,320
FBL Financial Group, Inc., Class A		51,166		3,015,212
Federal Agricultural Mortgage Corp., Class C		22,200		1,853,700
FedNat Holding Co.		27,500		457,325
Financial Institutions, Inc.		40,300		1,293,630
First BanCorp Puerto Rico		450,000		4,765,500
First Bank		41,622		459,923
First Busey Corp.		112,593		3,096,308
First Business Financial Services, Inc.		19,100		502,903
First Capital, Inc.+		500		36,500
First Choice Bancorp		29,707		800,901
First Community Bankshares, Inc.		11,000		341,220
First Community Corp.		13,000		280,930
First Financial Corp.		31,495		1,439,951
First Financial Northwest, Inc.		26,400		394,416
First Foundation, Inc.		100,000		1,740,000
First Guaranty Bancshares, Inc.		16,354		356,027
First Internet Bancorp		13,800		327,198

24 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Mid Bancshares, Inc.		32,000		$1,128,000
First Northwest Bancorp		16,590		300,777
First of Long Island Corp. (The)		45,000		1,128,600
First United Corp.		14,425		347,498
First US Bancshares, Inc.		5,000		58,050
Flushing Financial Corp.		67,241		1,452,742
FNCB Bancorp, Inc.		5,000		42,250
Franklin Financial Network, Inc.		28,000		961,240
Franklin Financial Services Corp.		2,000		77,380
FS Bancorp, Inc.		7,850		500,752
GAIN Capital Holdings, Inc.+		39,900		157,605
Global Indemnity, Ltd.		24,443		724,246
Great Elm Capital Corp.+		23,000		178,940
Great Southern Bancorp, Inc.		31,006		1,963,300
Hanmi Financial Corp.		69,000		1,379,655
Hawthorn Bancshares, Inc.		12,979		330,964
Heartland Financial USA, Inc.		74,450		3,703,143
Hennessy Advisors, Inc.		2,000		20,160
Heritage Insurance Holdings, Inc.		60,100		796,325
Hilltop Holdings, Inc.		156,600		3,904,038
HMN Financial, Inc.*		1,000		21,010
Home Bancorp, Inc.		30,597		1,199,096
HomeStreet, Inc.*		64,900		2,206,600
Hope Bancorp, Inc.		135,000		2,006,100
Horace Mann Educators Corp.		94,950		4,145,517
Horizon Bancorp, Inc.		128,022		2,432,418
Howard Bancorp, Inc.*		53,100		896,328
Independence Holding Co.		14,950		629,096
INTL. FCStone, Inc.*		26,000		1,269,580
James River Group Holdings, Ltd.		79,100		3,259,711
Kingstone Cos., Inc.		11,200		86,800
Ladenburg Thalmann Financial Services, Inc.		347,700		1,209,996
Lakeland Bancorp, Inc.		97,340		1,691,769
Landmark Bancorp, Inc.		2,551		63,903
LCNB Corp.		27,700		534,610
Limestone Bancorp, Inc.*		1,000		18,000
Luther Burbank Corp.		139,600		1,609,588
Mackinac Financial Corp.		28,400		495,864
Manning & Napier, Inc.		131,000		227,940
Marlin Business Services Corp.		28,875		634,672

Industry   Company	Shares		Value
Financials (continued)
Mercantile Bank Corp.		2,000		$      72,940
Merchants Bancorp		51,300		1,011,123
Meta Financial Group, Inc.		97,234		3,550,013
Metropolitan Bank Holding Corp.*		15,100		728,273
Mid Penn Bancorp, Inc.		11,200		322,560
Middlefield Banc Corp.		4,000		104,360
Midland States Bancorp, Inc.		45,117		1,306,588
MidWestOne Financial Group, Inc.		48,300		1,749,909
MMA Capital Holdings, Inc.*		2,000		63,600
Mr Cooper Group, Inc.*		158,603		1,984,124
MutualFirst Financial, Inc.		700		27,769
MVB Financial Corp.		40,300		1,004,276
National Bankshares, Inc.		1,000		44,930
National Holdings Corp.*		2,000		5,100
National Security Group, Inc. (The)		200		2,982
National Western Life Group, Inc., Class A		7,650		2,225,232
Nelnet, Inc., Class A		16,900		984,256
Nicholas Financial, Inc.*		19,400		159,856
Nicolet Bankshares, Inc.*		16,900		1,248,065
Northeast Bank		22,300		490,377
Northrim BanCorp, Inc.		24,073		921,996
OceanFirst Financial Corp.		114,000		2,911,560
Ocwen Financial Corp.*		296,400		406,068
OFG Bancorp		134,800		3,182,628
Old Second Bancorp, Inc.		55,100		742,197
On Deck Capital, Inc.*		138,300		572,562
OP Bancorp		30,400		315,248
Oppenheimer Holdings, Inc., Class A		35,419		973,314
Opus Bank		92,000		2,380,040
Orrstown Financial Services, Inc.		28,000		633,360
Pacific Mercantile Bancorp*		55,300		449,036
Parke Bancorp, Inc.		17,327		439,933
Patriot National Bancorp, Inc.		11,000		140,360
PB Bancorp, Inc.		14,500		219,820
PCB Bancorp		29,300		506,304
Peapack Gladstone Financial Corp.		49,968		1,544,011
Penns Woods Bancorp, Inc.		1,500		53,340
PennyMac Financial Services, Inc.		30,000		1,021,200
Peoples Bancorp of North Carolina, Inc.		27,380		899,433
Peoples Bancorp, Inc.		54,950		1,904,567

bridgeway.com 25

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Peoples Financial Services Corp.+		17,600		$  886,160
Piper Sandler Cos.		34,100		2,725,954
Premier Financial Bancorp, Inc.		50,240		911,354
Protective Insurance Corp., Class B		43,700		703,133
Provident Financial Holdings, Inc.		53,710		1,176,249
Provident Financial Services, Inc.		82,500		2,033,625
Prudential Bancorp, Inc.		2,457		45,528
QCR Holdings, Inc.		33,000		1,447,380
RBB Bancorp		42,500		899,725
Regional Management Corp.*		52,100		1,564,563
Reliant Bancorp, Inc.		31,000		689,440
Republic Bancorp, Inc., Class A		37,700		1,764,360
Riverview Bancorp, Inc.		66,478		545,784
Safety Insurance Group, Inc.		7,149		661,497
Salisbury Bancorp, Inc.		1,683		76,863
Sandy Spring Bancorp, Inc.		81,700		3,094,796
SB Financial Group, Inc.		30,952		609,445
SB One Bancorp		22,200		553,224
Security National Financial Corp., Class A*		15,827		92,588
Severn Bancorp, Inc.		30,000		279,300
Shore Bancshares, Inc.		60,400		1,048,544
SmartFinancial, Inc.		25,000		591,250
Sound Financial Bancorp, Inc.		1,000		36,000
Southern Missouri Bancorp, Inc.		7,300		280,028
Southern National Bancorp of Virginia, Inc.		80,700		1,319,445
Standard AVB Financial Corp.		18,000		539,460
Sterling Bancorp, Inc.		112,000		907,200
Summit Financial Group, Inc.		25,100		679,959
Summit State Bank		6,250		81,031
Sutter Rock Capital Corp.+		42,700		279,685
Territorial Bancorp, Inc.		21,900		677,586
Third Point Reinsurance, Ltd.*		195,000		2,051,400
Tiptree, Inc.		94,200		766,788
TriState Capital Holdings, Inc.*		45,000		1,175,400
Triumph Bancorp, Inc.*		15,000		570,300
Two River Bancorp		36,015		806,736
United Community Financial Corp.		10,163		118,501

Industry   Company	Shares		Value
Financials (continued)
United Fire Group, Inc.		50,200		$   2,195,246
United Insurance Holdings Corp.+		54,700		689,767
Unity Bancorp, Inc.		44,200		997,594
Universal Insurance Holdings, Inc.		72,695		2,034,733
Univest Financial Corp.		76,500		2,048,670
Veritex Holdings, Inc.+		79,000		2,301,270
Waddell & Reed Financial, Inc., Class A		187,800		3,140,016
Walker & Dunlop, Inc.		67,275		4,351,347
Waterstone Financial, Inc.		43,900		835,417
Wellesley Bank		1,000		45,010
WesBanco, Inc.		23,200		876,728
Western New England Bancorp, Inc.		100,000		963,000
World Acceptance Corp.*+		22,500		1,944,000
WSFS Financial Corp.		35,191		1,548,052
				224,208,137
Health Care - 3.47%
Acorda Therapeutics, Inc.*+		35,000		71,400
AMAG Pharmaceuticals, Inc.*+		100,000		1,217,000
AngioDynamics, Inc.*		9,400		150,494
Assertio Therapeutics, Inc.*		200		250
Brookdale Senior Living, Inc.*		410,500		2,984,335
Cross Country Healthcare, Inc.*+		70,150		815,143
CynergisTek, Inc.*		40,000		132,000
Electromed, Inc.*		10,000		86,500
FONAR Corp.*		23,400		460,746
InfuSystem Holdings, Inc.*		118,378		1,009,764
Kewaunee Scientific Corp.		2,500		33,625
Lannett Co., Inc.*+		100,000		882,000
Magellan Health, Inc.*		56,900		4,452,425
Mallinckrodt PLC*+		169,900		592,951
National HealthCare Corp.		22,982		1,986,334
Owens & Minor, Inc.		110,000		568,700
Prestige Consumer Healthcare, Inc.*+		120,600		4,884,300
Surgery Partners, Inc.*		95,000		1,487,225
Tivity Health, Inc.*+		80,000		1,627,600
Triple-S Management Corp., Class B*		58,967		1,090,300
				24,533,092
Industrials - 14.92%
Acacia Research Corp.*		101,500		269,990
ACCO Brands Corp.		239,800		2,244,528
Aegion Corp.*		47,100		1,053,627

26 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
AeroCentury Corp.*		4,300		$     19,350
Air T, Inc.*		10,050		202,508
Aircastle, Ltd.		170,900		5,470,509
Alpha Pro Tech, Ltd.*		30,500		104,615
Apogee Enterprises, Inc.		27,600		897,000
ARC Document Solutions, Inc.*		173,700		241,443
ArcBest Corp.		50,400		1,391,040
Armstrong Flooring, Inc.*		45,000		192,150
Art’s-Way Manufacturing Co., Inc.*		15,000		26,700
Atlas Air Worldwide Holdings, Inc.*		39,800		1,097,286
BMC Stock Holdings, Inc.*		158,800		4,555,972
Caesarstone, Ltd.		79,000		1,190,530
CAI International, Inc.*		64,500		1,869,210
Chicago Rivet & Machine Co.		1,000		25,797
Commercial Vehicle Group, Inc.*		73,600		467,360
CompX International, Inc.		500		7,295
Costamare, Inc.		340,600		3,245,918
Covenant Transportation Group, Inc., Class A*		42,550		549,959
DLH Holdings Corp.*		52,500		219,975
Ducommun, Inc.*		24,300		1,227,879
Eagle Bulk Shipping, Inc.*+		230,000		1,058,000
Eastern Co. (The)		20,104		613,775
Echo Global Logistics, Inc.*		60,000		1,242,000
Ecology and Environment, Inc., Class A		18,536		287,308
Ennis, Inc.		46,365		1,003,802
EnPro Industries, Inc.+		42,600		2,849,088
Foundation Building Materials, Inc.*		59,800		1,157,130
Genco Shipping & Trading, Ltd.		79,600		845,352
General Finance Corp.*		50,000		553,500
GMS, Inc.*		101,000		2,735,080
Goldfield Corp. (The)*		114,000		404,700
Great Lakes Dredge & Dock Corp.*		144,800		1,640,584
Greenbrier Cos., Inc. (The)		34,100		1,105,863
Hawaiian Holdings, Inc.+		93,900		2,750,331
Heidrick & Struggles International, Inc.		35,000		1,137,500
Herc Holdings, Inc.*		72,800		3,562,832
Hertz Global Holdings, Inc.*		149,568		2,355,696
Hillenbrand, Inc.		21,762		724,892
Hub Group, Inc., Class A*		84,200		4,318,618
Hurco Cos., Inc.		17,615		675,711
IES Holdings, Inc.*		2,350		60,301

Industry   Company	Shares		Value
Industrials (continued)
Innovative Solutions & Support, Inc.*		23,300		$   136,072
Kelly Services, Inc., Class A		88,400		1,996,072
LB Foster Co., Class A*		27,500		532,950
Limbach Holdings, Inc.*		7,000		26,460
LS Starrett Co. (The), Class A*		9,400		53,768
LSI Industries, Inc.		55,000		332,750
Lydall, Inc.*		30,000		615,600
Marten Transport, Ltd.		100,776		2,165,676
Matson, Inc.		90,590		3,696,072
Matthews International Corp., Class A+		58,500		2,232,945
Mesa Air Group, Inc.*		50,000		447,000
Miller Industries, Inc.		22,700		842,851
Mistras Group, Inc.*		54,300		774,861
MRC Global, Inc.*+		155,000		2,114,200
MYR Group, Inc.*		40,000		1,303,600
Navios Maritime Holdings, Inc.*		25,000		112,000
NL Industries, Inc.*		5,000		19,550
NN, Inc.		97,600		902,800
Northwest Pipe Co.*		10,100		336,431
NOW, Inc.*		227,800		2,560,472
Orion Group Holdings, Inc.*		52,672		273,368
PAM Transportation Services, Inc.*		16,000		923,360
Pangaea Logistics Solutions, Ltd.		4,800		14,160
Park-Ohio Holdings Corp.		24,000		807,600
Patrick Industries, Inc.+		35,000		1,835,050
Patriot Transportation Holding, Inc.*		7,500		146,100
Preformed Line Products Co.		4,600		277,610
Quad/Graphics, Inc.+		120,300		561,801
Quanex Building Products Corp.		70,000		1,195,600
Rush Enterprises, Inc., Class A		48,600		2,259,900
Rush Enterprises, Inc., Class B		34,700		1,585,790
Safe Bulkers, Inc.*		312,100		530,570
Scorpio Bulkers, Inc.		178,700		1,138,319
Servotronics, Inc.		1,000		10,060
Spartan Motors, Inc.		10,000		180,800
Sterling Construction Co., Inc.*		53,800		757,504
Team, Inc.*		66,300		1,058,811
Textainer Group Holdings, Ltd.*		155,900		1,669,689
Titan Machinery, Inc.*		47,800		706,484

bridgeway.com 27

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
TrueBlue, Inc.*		86,250		$   2,075,175
Tutor Perini Corp.*+		72,000		925,920
Universal Logistics Holdings, Inc.		49,600		940,416
USA Truck, Inc.*		17,700		131,865
Vectrus, Inc.*		11,900		609,994
Veritiv Corp.*		32,433		637,957
VSE Corp.		25,560		972,302
Wabash National Corp.		112,000		1,645,280
Willis Lease Finance Corp.*		47,634		2,806,119
				105,532,438
Information Technology - 7.30%
Alpha & Omega
Semiconductor, Ltd.*		70,105		954,830
Amkor Technology, Inc.*		408,000		5,304,000
Amtech Systems, Inc.*		50,000		358,000
Avaya Holdings Corp.*+		239,300		3,230,550
Aviat Networks, Inc.*		13,800		193,890
Benchmark Electronics, Inc.		94,300		3,240,148
BK Technologies Corp.		26,700		82,770
Comtech Telecommuni-cations Corp.		61,785		2,192,750
CSP, Inc.		5,150		67,208
Diodes, Inc.*+		39,600		2,232,252
Finjan Holdings, Inc.*		88,700		178,287
Ichor Holdings, Ltd.*		40,500		1,347,435
Innodata, Inc.*		43,000		49,020
Insight Enterprises, Inc.*+		74,600		5,243,634
inTEST Corp.*		54,500		324,275
KEMET Corp.+		140,750		3,807,288
Key Tronic Corp.*		18,600		101,184
Kimball Electronics, Inc.*		59,100		1,037,205
Mind CTI, Ltd.		500		1,208
NeoPhotonics Corp.*		71,000		626,220
NetSol Technologies, Inc.*		15,700		62,800
Network-1 Technologies, Inc.		50,000		109,000
Nortech Systems, Inc.*+		1,500		7,290
PC-Tel, Inc.		37,950		321,436
Perceptron, Inc.*		13,500		74,250
Photronics, Inc.*		171,470		2,702,367
Ribbon Communications, Inc.*		160,800		498,480
Sanmina Corp.*		90,900		3,112,416
ScanSource, Inc.*		64,500		2,383,275
Steel Connect, Inc.*		135,000		197,100
Sykes Enterprises, Inc.*		49,950		1,847,650
Synacor, Inc.*		85,400		129,808
Synaptics, Inc.*+		20,000		1,315,400
TiVo Corp.+		160,400		1,360,192

Industry   Company	Shares		Value
Information Technology (continued)
Trio-Tech International*		13,000		$      51,870
TSR, Inc.*		1,385		4,944
TTM Technologies, Inc.*+		264,402		3,979,250
Ultra Clean Holdings, Inc.*		112,000		2,628,640
Wayside Technology Group, Inc.		15,700		254,340
Westell Technologies, Inc., Class A*		59,900		53,610
				51,666,272
Materials - 5.91%
Advanced Emissions Solutions, Inc.+		27,500		288,750
AdvanSix, Inc.*		58,900		1,175,644
Boise Cascade Co.		68,400		2,498,652
Caledonia Mining Corp. PLC		5,000		42,100
Clearwater Paper Corp.*+		46,000		982,560
Forterra, Inc.*+		170,000		1,965,200
Friedman Industries, Inc.		32,900		198,058
FutureFuel Corp.		79,500		985,005
Gulf Resources, Inc.*		18,150		9,258
Hecla Mining Co.		749,000		2,539,110
Innophos Holdings, Inc.		10,000		319,800
Intrepid Potash, Inc.*		300,000		813,000
Kraton Corp.*		110,477		2,797,278
Kronos Worldwide, Inc.+		35,000		469,000
LSB Industries, Inc.*		57,600		241,920
Materion Corp.		21,400		1,272,230
Mercer International, Inc.+		129,850		1,597,155
O-I Glass, Inc.		335,000		3,996,550
Olympic Steel, Inc.		20,000		358,400
PH Glatfelter Co.		105,000		1,921,500
Ramaco Resources, Inc.*+		69,900		250,242
Resolute Forest Products, Inc.*		202,500		850,500
Ryerson Holding Corp.*		80,700		954,681
Schnitzer Steel Industries, Inc., Class A+		77,600		1,682,368
SunCoke Energy, Inc.		181,200		1,128,876
Synalloy Corp.*		2,200		28,402
Trecora Resources*		77,602		554,854
Tredegar Corp.		77,600		1,734,360
Trinseo SA		70,000		2,604,700
Tronox Holdings PLC,
Class A+		245,000		2,797,900
Universal Stainless & Alloy Products, Inc.*		15,250		227,225
Verso Corp., Class A*		61,001		1,099,848

28 Semi-Annual Report  |  December 31, 2019 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Warrior Met Coal, Inc.		163,000		$    3,444,190
				41,829,316
Real Estate - 0.29%
Altisource Portfolio Solutions SA*+		72,000		1,391,760
Consolidated-Tomoka Land Co.		11,000		663,520
Forestar Group, Inc.*		1		21
				2,055,301
TOTAL COMMON STOCKS - 99.83%				706,270,421
(Cost $ 608,903,514)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		5,307		13,108
TOTAL PREFERRED STOCK - 0.00%				13,108
(Cost $ 11,039)
RIGHTS - 0.00%
TheStreet, Inc., CVR, expiring 02/03/20*D+		7,000		—
Newstar Financial, Inc.*D		105,100		5,255
TOTAL RIGHTS - 0.00%				5,255
(Cost $ 74,352)
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*		27,864		1,421
Eagle Bulk Shipping, Inc., expiring 10/15/21*		8,501		38
TOTAL WARRANTS - 0.00%				1,459
(Cost $ 73,557)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.30%
Fidelity Investments Money Market Government Portfolio Class I		1.49	%		2,098,696		$2,098,696
TOTAL MONEY MARKET FUND - 0.30%							2,098,696
(Cost $2,098,696)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.04%
Fidelity Investments Money Market Government Portfolio Class I**		1.49	%		28,570,990		28,570,990
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.04%							28,570,990
(Cost $28,570,990)
TOTAL INVESTMENTS - 104.17%							$736,959,929
(Cost $639,732,148)
Liabilities in Excess of Other Assets - (4.17%)							(29,531,648	)
NET ASSETS - 100.00%							$707,428,281

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2019.

*** Security is perpetual and has no stated maturity date.

^ Rate disclosed as of December 31, 2019.

D Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan as of December 31, 2019. Total loaned securities had a value of $76,767,310 as of December 31, 2019. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Rights

PLC - Public Limited Company

bridgeway.com 29

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2019

Summary of inputs used to value the Fund’s investments as of 12/31/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Industrials	$	109,241,680	$	287,308	$		$	109,528,988
Other Industries (a)		596,741,433		—		—		596,741,433
Total Common Stocks		705,983,113		287,308		—		706,270,421
Preferred Stock		—		13,108		—		13,108
Rights		—		—		5,255		5,255
Warrants		1,459		—		—		1,459
Money Market Fund		—		2,098,696		—		2,098,696
Investments Purchased with Cash Proceeds from Securities Lending		—		28,570,990		—		28,570,990
TOTAL	$	705,984,572	$	30,970,102	$	5,255	$	736,959,929

(a) - please refer to the Schedule of Investments for the industry classifications of these portfolio holdings

Following is a reconciliation of Level 3 investments for which significant

unobservable inputs were used to determine fair value:

	Investment in Securities (Value)
	Rights
Balance as of 06/30/2019		$7,357
Purchases		630
Return of Capital		(1,902	)
Realized gain/(loss)		—
Change in unrealized appreciation/ (depreciation)		(830	)
Transfers in		—
Transfers out		—
Balance as of 12/31/2019		$5,255
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2019		$(830	)

See Notes to Financial Statements.

30 Semi-Annual Report  |  December 31, 2019 (Unaudited)

STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2019 (Unaudited)

ASSETS	Omni Small-Cap Value		Omni Tax-Managed Small-Cap Value
Investments at value		$1,080,650,838		$736,959,929
Receivables:
Fund shares sold		1,178,873		1,049,159
Dividends and interest		691,563		495,196
Prepaid expenses		105,449		97,245
Total assets		1,082,626,723		738,601,529
LIABILITIES
Payables:
Portfolio securities purchased		1,190,913		1,279,757
Fund shares redeemed		1,245,024		587,941
Due to custodian		517,500		278,040
Payable upon return of securities loaned		40,105,807		28,570,990
Accrued Liabilities:
Investment advisory fees		341,697		233,275
Administration fees		24,087		16,428
Directors’ fees		6,956		4,548
Other		266,836		202,269
Total liabilities		43,698,820		31,173,248
NET ASSETS		$1,038,927,903		$707,428,281
NET ASSETS REPRESENT
Paid-in capital		$   928,557,842		$602,258,099
Distributable earnings		110,370,061		105,170,182
NET ASSETS		$1,038,927,903		$707,428,281
Shares of common stock outstanding of $.001 par value*		65,690,158		45,759,889
Net asset value, offering price and redemption price per share		$15.82		$           15.46
Total investments at cost		$   972,912,123		$639,732,148

*     See Note 1 - Organization in the Notes to Financial Statements for shares authorized for each Fund.

See Notes to Financial Statements.

bridgeway.com 31

STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2019 (Unaudited)

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$ 8,383,187			$ 5,563,498
Less: foreign taxes withheld		(17,922	)		(8,375	)
Interest		21,903			36,699
Securities lending		723,571			325,309
Total Investment Income		9,110,739			5,917,131
EXPENSES
Investment advisory fees		2,445,220			1,602,284
Administration fees		139,797			91,530
Accounting fees		100,167			77,819
Transfer agent fees		5,833			5,780
Professional fees		113,877			74,077
Custody fees		12,645			10,529
Blue sky fees		38,521			30,796
Directors’ and officers’ fees		56,166			36,170
Shareholder servicing fees		418,176			275,846
Reports to shareholders		27,000			19,799
Miscellaneous expenses		90,819			63,853
Total Expenses		3,448,221			2,288,483
Less investment advisory fees waived		(513,883	)		(365,738	)
Net Expenses		2,934,338			1,922,745
NET INVESTMENT INCOME		6,176,401			3,994,386
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		(3,404,583	)		4,089,196
Change in Unrealized Appreciation (Depreciation) on:
Investments		62,590,186			43,109,906
Net Realized and Unrealized Gain on Investments		59,185,603			47,199,102
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$65,362,004			$51,193,488

See Notes to Financial Statements.

32 Semi-Annual Report  |  December 31, 2019 (Unaudited)

STATEMENTS OF CHANGES IN NET ASSETS

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Six Months Ended December 31, 2019			Year Ended June 30, 2019			Six Months Ended December 31, 2019			Year Ended June 30, 2019
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income		$     6,176,401			$  11,284,844			$   3,994,386			$   8,196,316
Net realized gain (loss) on investments		(3,404,583	)		33,634,476			4,089,196			16,849,423
Net change in unrealized appreciation (depreciation) on investments		62,590,186			(192,113,168	)		43,109,906			(167,424,940	)
Net increase (decrease) in net assets resulting from operations		65,362,004			(147,193,848	)		51,193,488			(142,379,201	)
DISTRIBUTIONS:
From net investment income and net realized gains		(10,234,482	)		(68,537,520	)		(3,169,046	)		(51,987,352	)
Net decrease in net assets from distributions		(10,234,482	)		(68,537,520	)		(3,169,046	)		(51,987,352	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		150,808,583			446,724,382			164,182,230			326,663,113
Reinvestment of distributions		10,232,320			68,487,234			3,155,635			51,833,228
Cost of shares redeemed		(166,255,868	)		(223,662,871	)		(116,302,048	)		(380,949,961	)
Net increase (decrease) in net assets resulting from share transactions		(5,214,965	)		291,548,745			51,035,817			(2,453,620	)
Net increase (decrease) in net assets		49,912,557			75,817,377			99,060,259			(196,820,173	)
NET ASSETS:
Beginning of period		989,015,346			913,197,969			608,368,022			805,188,195
End of period		$1,038,927,903			$989,015,346			$707,428,281			$608,368,022
SHARES ISSUED & REDEEMED
Issued		10,454,221			29,158,856			11,747,118			21,486,464
Distributions reinvested		651,325			4,802,751			205,713			3,753,311
Redeemed		(11,498,824	)		(13,930,780	)		(8,345,870	)		(25,251,515	)
Net increase (decrease) in shares		(393,278	)		20,030,827			3,606,961			(11,740	)
Outstanding at beginning of period		66,083,436			46,052,609			42,152,928			42,164,668
Outstanding at end of period		65,690,158			66,083,436			45,759,889			42,152,928

See Notes to Financial Statements.

bridgeway.com 33

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE

	For the
	Six Months Ended	Year Ended June 30
	12/31/19
	(Unaudited)	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Period	$14.97	$19.83	$18.14	$14.66	$15.49	$16.63
Income from Investment Operations:
Net Investment Income(a)	0.09	0.20	0.17	0.17	0.17	0.14
Net Realized and Unrealized Gain (Loss)	0.92	(3.61)	2.77	3.48	(0.86)	(0.46)
Total from Investment Operations	1.01	(3.41)	2.94	3.65	(0.69)	(0.32)
Less Distributions to Shareholders from:
Net Investment Income	(0.08)	(0.17)	(0.16)	(0.17)	(0.14)	(0.09)
Net Realized Gain	(0.08)	(1.28)	(1.09)	-	-	(0.73)
Total Distributions	(0.16)	(1.45)	(1.25)	(0.17)	(0.14)	(0.82)
Net Asset Value, End of Period	$15.82	$14.97	$19.83	$18.14	$14.66	$15.49
Total Return(b)	6.73%(c)	(16.82%)	16.75%	24.83%	(4.42%)	(1.48%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$1,038,928	$989,015	$913,198	$710,357	$558,286	$459,367
Expenses Before Waivers and Reimbursements	0.71%(d)	0.70%	0.70%	0.71%	0.71%	0.71%
Expenses After Waivers and Reimbursements	0.60%(d)	0.60%	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.26%(d)	1.21%	0.88%	1.00%	1.17%	0.88%
Portfolio Turnover Rate	19%(c)	29%	24%	23%	24%	25%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

34 Semi-Annual Report  |  December 31, 2019 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

	For the
	Six Months Ended	Year Ended June 30
	12/31/19
	(Unaudited)	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Period	$14.43	$19.10	$ 17.39	$ 14.04	$14.65	$15.54
Income from Investment Operations:
Net Investment Income(a)	0.09	0.20	0.16	0.17	0.16	0.12
Net Realized and Unrealized Gain (Loss)	1.01	(3.42)	2.61	3.32	(0.66)	(0.42)
Total from Investment Operations	1.10	(3.22)	2.77	3.49	(0.50)	(0.30)
Less Distributions to Shareholders from:
Net Investment Income	(0.07)	(0.20)	(0.23)	(0.14)	(0.11)	(0.03)
Net Realized Gain	-	(1.25)	(0.83)	-	-	(0.56)
Total Distributions	(0.07)	(1.45)	(1.06)	(0.14)	(0.11)	(0.59)
Net Asset Value, End of Period	$15.46	$14.43	$ 19.10	$ 17.39	$14.04	$14.65
Total Return(b)	7.63%(c)	(16.49%)	16.48%	24.83%	(3.42%)	(1.62%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$707,428	$608,368	$805,188	$643,215	$505,995	$461,101
Expenses Before Waivers and Reimbursements	0.71%(d)	0.72%	0.70%	0.71%	0.72%	0.71%
Expenses After Waivers and Reimbursements	0.60%(d)	0.60%	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.25%(d)	1.18%	0.89%	1.04%	1.20%	0.84%
Portfolio Turnover Rate	17%(c)	42%	27%	23%	29%	30%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgeway.com 35

NOTES TO FINANCIAL STATEMENTS
December 31, 2019 (Unaudited)

1. Organization:

Bridgeway Funds, Inc. (“Bridgeway” or the “Company”) was organized as a Maryland corporation on October 19, 1993, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Bridgeway is organized as a series fund, with 9 investment funds as of December 31, 2019 (each is referred to as a “Bridgeway Fund” and collectively, the “Bridgeway Funds”). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip (formerly, Blue Chip 35 Index) and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2019, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Growth and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

All of the Bridgeway Funds are no-load, diversified funds.

The Funds seek to provide long-term total return on capital, primarily through capital appreciation.

Bridgeway Capital Management, Inc. (the “Adviser”) is the investment adviser for all of the Bridgeway Funds.

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

Securities and Other Investments Valuation Securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their home exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value (“NAV”) per share.

Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded.

When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating the Funds’ NAV may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

The inputs and valuation techniques used to determine the value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

• Level 1 — quoted prices in active markets for identical assets

36 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equity securities. The Funds do not adjust the quoted price for such investments, even in situations where the Funds hold a large position and a sale could reasonably impact the quoted price.

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs, are classified as Level 2 prices. These generally include certain U.S. Government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

The Fidelity Investments Money Market Government Portfolio - Class I, which is held by the Funds, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2019 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities Lending Upon lending its securities to third parties, each Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or repledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due, resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

While securities are on loan, the Fund continues to receive dividends on the securities loaned and recognizes any unrealized gain or loss in the fair value of the securities loaned.

Securities lending transactions are entered into by a Fund under a Securities Lending Agreement that provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral or to offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a counterparty’s bankruptcy or insolvency.

bridgeway.com 37

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related cash collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value.

The following table is a summary of the Funds payable upon return of securities loaned and related cash collateral, which are subject to a netting agreement as of December 31, 2019:

							Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Collateral Received		Net Amount
Omni Small-Cap Value
Securities lending		$40,105,807		-		$40,105,807		-		$40,105,807	-
Omni Tax-Managed Small-Cap Value
Securities lending		$28,570,990		-		$28,570,990		-		$28,570,990	-

The following table summarizes the securities received as non-cash collateral and cash collateral for securities lending:

Non-Cash Collateral

Fund

Collateral Type

Coupon Range

Maturity Date Range

Market Value

Cash Collateral

Total Collateral

Market Value of Securities on Loan

Omni Small-Cap Value

Securities lending

U.S.Gov’t Obligations

0.00%- 8.50%

1/09/20- 11/15/49

$49,751,763

$40,105,807

$89,857,570

$88,133,148

Omni Tax-Managed Small-Cap Value

Securities lending

U.S.Gov’t Obligations

0.00%- 8.50%

1/09/20- 11/15/49

$49,761,371

$28,570,990

$78,332,361

$76,767,310

It is each Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2019, the collateral consisted of an institutional government money market fund and U.S. Government Obligations.

Use of Estimates in Financial Statements In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the disclosure of contingent assets and liabilities on the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk The Funds maintain cash and securities in their custody account maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

Risks and Uncertainties The Funds provide for various investment options, including stocks. Such investments are exposed to various risks, such as interest rate, market and credit risks. Due to the risks involved, it is at least reasonably possible that changes in risks in the near term would materially affect shareholders’ account values and the amounts reported in the financial statements.

38 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

Security Transactions, Investment Income and Expenses Security transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date.

Bridgeway Funds’ expenses that are not series-specific are allocated to each series based upon its relative proportion of net assets to the Bridgeway Funds’ total net assets or other appropriate basis.

Distributions to Shareholders The Funds pay dividends from net investment income and distribute realized capital gains annually, usually in December and are recorded on ex-date.

Indemnification Under the Company’s organizational documents, the Funds’ officers, directors, employees and agents are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts.

3. Advisory Fees, Other Related Party Transactions and Contingencies:

The Funds have entered into a management agreement with the Adviser. As compensation for the advisory services rendered, facilities furnished, and expenses borne by the Adviser, the Funds pay the Adviser a fee of 0.50% of the value of each Fund’s average daily net assets, computed daily and payable monthly.

Expense limitations: The Adviser is contractually obligated to reimburse the Funds for operating expenses and advisory fees above the expense limitations presented in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the period ended December 31, 2019. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation			Total Waivers         for Period Ended          12/31/19
Omni Small-Cap Value*		0.60	%		$513,883
Omni Tax-Managed Small-Cap Value*		0.60	%		365,738

*The Funds are authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the Adviser waived the fees or reimbursed the expenses and that the reimbursements do not cause the Funds to exceed the expense limitation in effect at the time of the waiver or the current expense limitation, if different. The Omni Small-Cap Value Fund has recoupable expenses of $716,803, $759,479, $937,974, and $513,883, which expire no later than June 30, 2020, June 30, 2021, June 30, 2022, and December 31, 2022, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $674,880, $691,272, $826,118, and $365,738, which expire no later than June 30, 2020, June 30, 2021, June 30, 2022, and December 31, 2022, respectively.

Effective January 1, 2020, the Adviser will voluntarily waive fees and/or pay Fund expenses in an additional amount such that the net fiscal year expense ratio for each of the Funds (management fees and other expenses less the contractual waiver and voluntary waiver) does not exceed 0.47%. For the fiscal year ending June 30, 2020, the 0.47% voluntary expense cap will be applied from the January 1, 2020 effective date through June 30, 2020 and not for the entire fiscal year.

bridgeway.com 39

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

Other Related Party Transactions: The Bridgeway Funds will engage in inter-portfolio trades with other Bridgeway Funds when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales for the Funds during the period ended December 31, 2019 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Omni Small-Cap Value		$11,891,458		$10,755,106
Omni Tax-Managed Small-Cap Value		12,159,446		9,108,874

The Adviser entered into an Administrative Services Agreement with Bridgeway Funds, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $775,000, payable in equal monthly installments. During the period ended December 31, 2019, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $139,797 and $91,530, respectively.

Board of Directors Compensation Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, effective November 14, 2019 Independent Directors are paid $12,000 per meeting for meeting fees. Prior to November 14, 2019, the meeting fee was $11,000 per meeting. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

Independent Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of Directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

One director of Bridgeway, John Montgomery, is an owner and director of the Adviser. Under the 1940 Act definitions, he is considered to be an “affiliated person” of the Adviser and an “interested person” of the Adviser and of Bridgeway. Compensation for Mr. Montgomery is borne by the Adviser rather than the Bridgeway Funds.

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2019 were as follows:

	Purchases				Sales
	U.S. Government		Other		U.S. Government		Other
Omni Small-Cap Value		$    -		$186,097,041		$    -		$194,004,545
Omni Tax-Managed Small-Cap Value		-		160,370,033		-		107,162,756

40 Semi-Annual Report  |  December 31, 2019 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

6. Federal Income Taxes

It is the Funds’ policy to continue to comply with the provisions of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), applicable to regulated investment companies, and to distribute income to the extent necessary so that such Fund is not subject to federal income tax. Therefore, no federal income tax provision is required.

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/

depreciation and the cost of investment securities for tax purposes, including short-term securities at December 31, 2019,

were as follows:

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)		$200,127,832			$147,965,716
Gross depreciation (excess of tax cost over value)		(92,389,153	)		(50,867,199	)
Net unrealized appreciation (depreciation)		$107,738,679			$  97,098,517
Cost of investments for income tax purposes		$972,912,159			$639,861,412

The differences between book and tax net unrealized appreciation (depreciation) are due to wash sale loss deferrals and basis adjustments on passive foreign investment companies (PFICs).

Classifications of Distributions Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes.

The tax character of the distributions paid by the Funds during the fiscal years ended June 30, 2019 and 2018, is as follows:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
	Year Ended     June 30, 2019		Year Ended     June 30, 2018		Year Ended     June 30, 2019		Year Ended     June 30, 2018
Distributions paid from:
Ordinary Income		$  7,943,782		$  6,405,244		$  7,212,071		$  8,820,586
Long-Term Capital Gain		60,593,738		44,141,688		44,775,281		31,691,559
Total		$68,537,520		$50,546,932		$51,987,352		$40,512,145

Components of Accumulated Earnings As of June 30, 2019, the components of accumulated earnings on a tax basis were:

	Omni Small-Cap Value		Omni Tax-Managed Small-Cap Value
Undistributed Net Investment Income		$  5,305,674		$  3,168,619
Undistributed Net Realized Gain on Investments		4,928,024		-
Net Unrealized Appreciation of Investments		45,008,841		53,977,121
Total		$55,242,539		$57,145,740

For the fiscal year June 30, 2019, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Omni Small-Cap Value		Omni Tax-Managed Small-Cap Value
Paid-in Capital		$ 5,549,815		$ 5,941,844
Distributable Earnings		(5,549,815)		(5,941,844)

bridgeway.com 41

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2019 (Unaudited)

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes and investments in PFICs and partnerships.

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in any Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 10, 2020. Advances under the Facility are limited to $15,000,000 in total for all Bridgeway Funds, and advances to each Bridgeway Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Bridgeway Fund is permitted to borrow under the 1940 Act.

The Bridgeway Funds incur a facility fee of 0.085% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-Month Eurodollar Rate. The facility fees are payable quarterly in arrears and are allocated to all participating Bridgeway Funds. Interest expense is charged directly to each Bridgeway Fund, based upon actual amounts borrowed by such Bridgeway Fund.

For the period ended December 31, 2019, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate			Weighted Average Loan Balance		Number of Days Outstanding		Interest Expense Incurred1		Maximum Amount Borrowed During the Period
Omni Small-Cap Value		3.29	%		$1,528,000		32		$4,471		$5,927,000
Omni Tax-Managed Small-Cap Value		3.24	%		2,530,381		21		4,787		4,914,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

8. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

42 Semi-Annual Report  |  December 31, 2019 (Unaudited)

OTHER INFORMATION
December 31, 2019 (Unaudited)

1. Proxy Voting

Fund policies and procedures that the Funds used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2019 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

2. Fund Holdings

The complete schedule of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ Semi-Annual and Annual Shareholder Reports, respectively.

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to Form N-PORT within 60 days after the end of the period. Copies of the Funds’ Form N-PORT exhibit are available without charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov. You may also review and copy the Funds’ Form N-PORT exhibit at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call 1-800-SEC-0330.

bridgeway.com 43

DISCLOSURE OF FUND EXPENSES
December 31, 2019 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends, or on other distributions. There are no exchange fees. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2019 and held until December 31, 2019.

Actual Expenses. The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses, based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds, because other funds may also have transaction costs, such as sales charges, redemption fees or exchange fees.

	Beginning Account Value at 7/1/19	Ending Account Value at 12/31/19	Expense Ratio	Expenses Paid  During Period*  7/1/19 - 12/31/19
Bridgeway Omni Small-Cap Value
Actual Fund Return	$1,000.00	$1,067.30	0.60%	$3.12
Hypothetical Fund Return	$1,000.00	$1,022.12	0.60%	$3.05
Bridgeway Omni Tax-Managed Small-Cap Value
Actual Fund Return	$1,000.00	$1,076.30	0.60%	$3.13
Hypothetical Fund Return	$1,000.00	$1,022.12	0.60%	$3.05

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (184) divided by the number of days in the fiscal year (366).

44 Semi-Annual Report  |  December 31, 2019 (Unaudited)

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAI) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds are also available on the SEC’s website at www.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address: publicinfo@sec.gov.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not Applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effectively designed, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                            Bridgeway Funds, Inc.                                                                

By (Signature and Title)*	/s/ Tammira Philippe
	Tammira Philippe, President and Principal Executive Officer
	(principal executive officer)
Date  March 5, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Tammira Philippe
	Tammira Philippe, President and Principal Executive Officer
	(principal executive officer)
Date  March 5, 2020
By (Signature and Title)*	/s/ Linda G. Giuffré
	Linda G. Giuffré, Treasurer and Principal Financial Officer
	(principal financial officer)
Date  March 5, 2020

^* Print the name and title of each signing officer under his or her signature.

EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

I, Tammira Philippe, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    March 5, 2020	/s/ Tammira Philippe
	Tammira Philippe, President and Principal Executive Officer
	(principal executive officer)

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

I, Linda G. Giuffré, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    March 5, 2020	/s/ Linda G. Giuffré
	Linda G. Giuffré, Treasurer and Principal Financial Officer
	(principal financial officer)

EX-99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act

I, Tammira Philippe, President and Principal Executive Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:    March 5, 2020	/s/ Tammira Philippe
	Tammira Philippe, President and Principal Executive Officer
	(principal executive officer)

I, Linda G. Giuffré, Treasurer and Principal Financial Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:    March 5, 2020	/s/ Linda G. Giuffré
	Linda G. Giuffré, Treasurer and Principal Financial Officer
	(principal financial officer)